##### Table of Contents





As filed with the Securities and Exchange Commission on
    July 15, 2011
 
 Registration
    No. 333-173445
     UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
  Amendment No. 4
 
 to
 Form S-1
  REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
  CHEFS WAREHOUSE HOLDINGS,
    LLC
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or Other
    Jurisdiction
    of Incorporation or Organization)

5141(Primary Standard
    Industrial
    Classification Code Number)

20-3031526(I.R.S. Employer
    Identification No.)   100 East Ridge Road
 Ridgefield, Connecticut
    06877
 (203) 894-1345
 (Address, including zip code,
    and telephone number,
 including area code, of
    registrants principal executive offices)
  Christopher Pappas
 President and Chief Executive
    Officer
 100 East Ridge Road
 Ridgefield, Connecticut
    06877
 (203) 894-1345
 (Name, address, including zip
    code, and telephone number,
 including area code, of agent
    for service)
  Copies to:
  F. Mitchell Walker, Jr. Esq.
    D. Scott Holley, Esq.
    Bass, Berry & Sims PLC
    150 Third Avenue South, Suite 2800
    Nashville, Tennessee 37201(615) 742-6200

Marc D. Jaffe, Esq.
    Ian D. Schuman, Esq.
    Latham & Watkins LLP
    885 Third Avenue
    New York, New York 10022
    (212) 906-1200   Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting
    company o     
   The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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EXPLANATORY
    NOTE
  Section 18-216




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The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is declared effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting
an offer to buy these securities in any state where the offer or
sale is not permitted.  
  SUBJECT
    TO COMPLETION DATED JULY 15, 2011
 
  PRELIMINARY PROSPECTUS
  8,000,000 Shares
  
  The Chefs Warehouse,
    Inc.
  Common Stock
     Investing in our common stock involves a high degree of risk.
    Please read Risk Factors beginning on page 12
    of this prospectus.
  Neither the Securities and Exchange Commission nor any other
    regulatory body has approved or disapproved of these securities
    or passed upon the accuracy or adequacy of this prospectus. Any
    representation to the contrary is a criminal offense.
   PER SHARE

TOTALPublic Offering Price

$



$Underwriting Discounts and Commissions

$



$Proceeds to The Chefs Warehouse, Inc. Before Expenses

$



$Proceeds to Selling Stockholders Before Expenses

$



$       Jefferies

BMO Capital Markets

Wells Fargo Securities       BB&T
    Capital Markets
    Canaccord Genuity




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##### 



Table of
    Contents
   
 PageBASIS OF PRESENTATION


iiINDUSTRY AND MARKET DATA


iiTRADEMARKS AND TRADE NAMES


iiPROSPECTUS SUMMARY


1RISK FACTORS


12CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
    STATEMENTS


26USE OF PROCEEDS


28DIVIDEND POLICY


29CAPITALIZATION


30DILUTION


31SELECTED CONSOLIDATED FINANCIAL DATA


33MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


35OUR BUSINESS


48OUR MANAGEMENT


57COMPENSATION DISCUSSION AND ANALYSIS


62PRINCIPAL AND SELLING STOCKHOLDERS


80CERTAIN RELATIONSHIPS AND RELATED-PARTY
    TRANSACTIONS


81DESCRIPTION OF OUR CAPITAL STOCK


83DESCRIPTION OF OUR INDEBTEDNESS


85SHARES ELIGIBLE FOR FUTURE SALE


87MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR
    NON-UNITED
    STATES HOLDERS


89UNDERWRITING


92AFFILIATIONS AND CONFLICTS OF INTEREST


95LEGAL MATTERS


97EXPERTS


97WHERE YOU CAN FIND MORE INFORMATION


97INDEX TO FINANCIAL STATEMENTS


F-1EX-5.1EX-23.1




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Basis of
    Presentation  Industry and
    Market Data  Trademarks and
    Trade Names  ii




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PROSPECTUS
    SUMMARY
  The following summary highlights information contained
    elsewhere in this prospectus and is qualified in its entirety by
    the more detailed information and the historical consolidated
    financial statements, and the related notes thereto, included
    elsewhere in this prospectus. Because it is a summary, it does
    not contain all of the information that you should consider
    before investing in our common stock. You should read this
    entire prospectus carefully, including the more detailed
    information set forth under the caption Risk Factors
    and the historical consolidated financial statements, and the
    related notes thereto, included elsewhere in this prospectus
    before investing in our common stock.
  Prior to the effectiveness of this registration statement, we
    will convert our company from a Delaware limited liability
    company (Chefs Warehouse Holdings, LLC) to a Delaware
    corporation (The Chefs Warehouse, Inc.). Unless otherwise
    noted, the terms Company, we,
    us, and our refer to Chefs
    Warehouse Holdings, LLC and its consolidated subsidiaries prior
    to the conversion date and The Chefs Warehouse, Inc. and
    its consolidated subsidiaries on and after the conversion date.
    This prospectus assumes the completion of the conversion and
    related transactions, as a result of which all membership
    interests of Chefs Warehouse Holdings, LLC held by our
    investors will be converted into shares of common stock of
    The Chefs Warehouse, Inc. See  Reorganization
    Transaction and Certain Relationships and
    Related-Party Transactions  Reorganization
    Transaction. Unless otherwise indicated or the context
    otherwise requires, financial and operating data in this
    prospectus reflects the consolidated business and operations of
    Chefs Warehouse Holdings, LLC and its wholly-owned
    subsidiaries prior to the conversion and The Chefs
    Warehouse, Inc. and its wholly-owned subsidiaries from and after
    the conversion.
  Unless the context otherwise requires or indicates, the
    information set forth in this prospectus assumes that
    (1) the underwriters over-allotment option is not
    exercised and (2) the common stock to be sold in this
    offering is sold at $15.00 per share, which is the midpoint of
    the price range indicated on the cover page of this
    prospectus.
  Company
    Overview
  and/or hard-to-find
  hard-to-find
  page F-21
 1




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Competitive
    Strengths
  26-year and/or
  Leading Distributor of Specialty Food Products in Many of the
    Key Culinary Markets.
  Expansive Product Offering. 5-10
  Critical
    Route-to-Market
    for Specialty Food Suppliers. route-to-market,
  Expanding Base of Premier Customer
    Relationships.
  Collaborative Professional and Educational Relationships with
    our Customers.
 2




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Expertise in Logistics and Distribution.
  Experienced and Proven Management Team.
  Our Growth
    Strategies
    Increase Penetration with Existing
    Customers.
  Expand our Customer Base Within our Existing
    Markets.
  Continue to Improve our Operating Margins. 12-24 hours
  Pursue Selective Acquisitions. 26-year
 3




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Recent
    Developments
    Reorganization
    Transaction
      Refinancing
    Transactions
      Risk
    Factors
   
    Our success depends to a significant extent on general economic
    conditions, including changes in disposable income levels and
    consumer spending trends;
 4




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
    Conditions beyond our control could materially affect the cost
    and/or
    availability of our specialty food products
    and/or
    interrupt our distribution network;
    Our business is low-margin in nature and our profit margins are
    sensitive to inflationary and deflationary pressures;
    Because our foodservice distribution operations are principally
    concentrated in six culinary markets, we are susceptible to
    economic and other developments, including adverse weather
    conditions, in these areas;
    Damage to our reputation or lack of acceptance of our specialty
    food products
    and/or the
    brands we carry in existing and new markets could materially and
    adversely impact our business, financial condition or results of
    operations;
    Our profit margins may be negatively affected if group
    purchasing organizations are successful in adding our
    independent restaurant customers as members;
    A significant portion of our future growth is dependent upon our
    ability to expand our operations in our existing markets and to
    penetrate new markets, including through acquisitions; and
    We may have difficulty managing and facilitating our future
    growth.  Company
    Information
  (203) 894-1345. http://www.chefswarehouse.com
 5




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The
    Offering
  Common stock offered by us
    
    4,666,667 shares  Common stock offered by the selling stockholders
    
    3,333,333 shares  Common stock to be outstanding immediately after this
    offering
    
    20,666,667 shares  Selling
    Stockholders
    Over-Allotment
    Option
    Use of
    Proceeds
   
    redeem or repurchase all of our outstanding senior subordinated
    notes due 2014 and pay any accrued but unpaid interest thereon
    and other related fees, including the call premium associated
    with such redemption or repurchase; and
    repay all of our loans outstanding under our existing senior
    secured credit facilities and any accrued but unpaid interest
    thereon and other related fees.        Risk
    Factors
    Lock-up
    Agreements
 6




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Proposed NASDAQ
    Global Market Symbol
    Conflicts of
    Interest
 7




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Summary
    Consolidated Financial Data
 8




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PRO
    FORMA (1)FISCAL YEAR


THREE MONTHSFISCAL YEAR ENDED


THREE MONTHS ENDED


ENDED


ENDEDDECEMBER 24,


DECEMBER 25,


DECEMBER 26,


MARCH 25,


MARCH 26,


DECEMBER 24,


MARCH 25,2010


2009


2008


2011


2010


2010


2011(In thousands, except per share data)Statement of Operations Data:Net revenues

$
330,118


$
271,072


$
281,703


$
83,183


$
70,000


$
330,118


$
83,183Cost of sales


244,340



199,764



211,387



61,148



52,017



244,340



61,148Gross profit


85,778



71,308



70,316



22,035



17,983



85,778



22,035Operating expenses


64,206



57,977



60,314



16,976



14,953



65,565



17,072Operating profit


21,572



13,331



10,002



5,059



3,030



20,213



4,963Interest expense


4,041



2,815



3,238



3,450



627



1,397



433(Gain)/loss on fluctuation of interest rate swap


(910
)


(658
)


1,118



(81
)


(183
)


(910
)


(81
)Other














3











3Income from operations before income taxes


18,441



11,174



5,646



1,687



2,586



19,726



4,608Provision for income taxes


2,567



2,213



3,450



667



1,050



7,693



1,797Net income

$
15,874


$
8,961


$
2,196


$
1,020


$
1,536


$
12,033


$
2,811Deemed dividend accretion on Class A members
    units(2)


(4,123
)


(6,207
)


(3,000
)






(1,180
)






Deemed dividend paid to Class A members
    units(2)


(22,429
)






















Net income (loss) attributable to members units/common
    stockholders

$
(10,678
)

$
2,754


$
(804
)

$
1,020


$
356


$
12,033


$
2,811Basic net (loss) income per members unit/share of common
    stock

$
(0.15
)

$
0.04


$
(0.01
)

$
0.02


$
0.00


$
0.60


$
0.14Diluted net (loss) income per members unit/share of common
    stock

$
(0.15
)

$
0.03


$
(0.01
)

$
0.02


$
0.00


$
0.58


$
0.13Weighted average members units/common shares outstanding:Basic


72,494



77,827



76,663



52,526



76,573



20,059



20,253Diluted


72,494



81,851



76,663



54,375



79,515



20,883



20,873
 9




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FISCAL YEAR ENDED


THREE MONTHS ENDEDDECEMBER 24,


DECEMBER 25,


DECEMBER 26,


MARCH 25,


MARCH 26,2010


2009


2008


2011


2010(In thousands, except per share data)Other Financial Data:Net cash provided by operating activities

$
13,524


$
11,885


$
1,616


$
3,136


$
2,515Net cash used in investing activities

$
(4,871
)

$
(4,827
)

$
(5,848
)

$
(389
)

$
(513
)Net cash (used in) provided by financing activities

$
(7,550
)

$
(7,774
)

$
3,591


$
(3,869
)

$
(1,547
)Capital expenditures

$
(1,133
)

$
(1,061
)

$
(1,848
)

$
(389
)

$
(513
)EBITDA(3)

$
24,585


$
15,906


$
10,869


$
5,525


$
3,676Adjusted
    EBITDA(3)

$
23,937


$
16,345


$
12,340


$
5,134


$
3,580   ACTUAL


AS ADJUSTEDAS OF


AS OFMARCH 25,


MARCH 25,2011


2011(5)(In thousands)Balance Sheet Data:Cash and cash equivalents

$
856



856Working capital

$
12,866
(4)


21,373Total assets

$
81,297



79,203Long-term debt, net of current portion

$
81,999



31,164Total liabilities

$
129,089



69,748Total members/stockholders equity (deficit)

$
(47,792
)


9,455     (1)
    
    The pro forma data gives effect to
    the redemption of our Class A units, our conversion to a
    subchapter C corporation, this offering and the use of proceeds
    therefrom and the incurrence of $38.3 million of borrowings
    under our new senior secured credit facilities, as if they had
    been consummated on December 26, 2009. For a detailed
    presentation of this unaudited condensed consolidated pro forma
    statement of operations data, including a description of the
    transactions and assumptions underlying the pro forma
    adjustments giving rise to these results, please see the
    information contained under the caption Unaudited Pro
    Forma Condensed Consolidated Financial Statements
    beginning on
    page F-21
    of this prospectus. (2)
    
    Accreted dividends and the
    distribution for the final redemption of the Class A units are
    removed from earnings from the net income (loss) attributable to
    members units as these distributions were not available to
    those members. For more information, see Note 2 to our
    audited consolidated financial statements included elsewhere in
    this prospectus.(3)
    
    EBITDA represents earnings before
    interest, taxes, depreciation and amortization. Adjusted EBITDA
    represents earnings before interest, taxes, depreciation and
    amortization plus adjustments (i) in each of the periods
    for the gain or loss associated with the marking to market of an
    interest rate swap we entered into in 2005 that expired in
    January 2011; (ii) in the three months ended March 25,
    2011 for the gain associated with foreign exchange contracts;
    (iii) in 2009 for severance costs related to our management
    restructuring; and (iv) in each of the periods other than
    the three months ended March 25, 2011 for a management fee
    paid to BGCP/DL, LLC, or BGCP, a former member of ours, that
    will no longer be paid as a result of our redemption of all of
    our Class A units in October 2010. We are presenting EBITDA
    and Adjusted EBITDA, which are not measurements determined in
    accordance with U.S. generally accepted accounting principles,
    or GAAP, because we believe each of these measures provides an
    additional metric to evaluate our operations and which we
    believe, when considered with both our GAAP results and the
    reconciliation to net income, provides a more complete
    understanding of our business than could be obtained absent this
    disclosure. We use EBITDA and Adjusted EBITDA, together with
    financial measures prepared in accordance with GAAP, such as
    revenue and cash flows from operations, to assess our historical
    and prospective operating performance and to enhance our
    understanding of our core operating performance. Each of EBITDA
    and Adjusted EBITDA is presented because (i) we believe it
    is a useful measure for investors to assess the operating
    performance of our business without the effect of non-cash
    depreciation and amortization expenses and, in the case of
    Adjusted EBITDA, the above-described adjustments; (ii) we
    believe that investors will find it useful in assessing our
    ability to service or incur indebtedness; and (iii) we use
    it internally as a benchmark to evaluate our operating
    performance or compare our performance to that of our
    competitors. The use of EBITDA and Adjusted EBITDA as
    performance measures permits a comparative assessment of our
    operating performance relative to our performance based upon our
    GAAP results while isolating the effects of some items that vary
    from period to period without any correlation to core operating
    performance or that vary widely among similar companies.
    Companies within the foodservice distribution industry exhibit
    significant variations with respect to capital structures and
    cost of capital (which affect interest expense and tax rates)
    and differences in book depreciation of facilities and equipment
    (which affect relative depreciation expense), including
    significant differences in the depreciable lives of similar
    assets among various companies. Our management believes that
    both EBITDA and Adjusted EBITDA facilitate
    company-to-company
    comparisons within our industry by eliminating some of the
    foregoing variations.
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Neither EBITDA nor Adjusted EBITDA
    is a measurement determined in accordance with GAAP and each
    should not be considered in isolation or as an alternative to
    net income, net cash provided by operating, investing or
    financing activities or other financial statement data presented
    as indicators of financial performance or liquidity, each as
    presented in accordance with GAAP. Neither EBITDA nor Adjusted
    EBITDA should be considered as a measure of discretionary cash
    available to us to invest in the growth of our business. EBITDA
    and Adjusted EBITDA as presented may not be comparable to other
    similarly titled measures of other companies, and our
    presentation of EBITDA and Adjusted EBITDA should not be
    construed as an inference that our future results will be
    unaffected by unusual items. Our management recognizes that both
    EBITDA and Adjusted EBITDA have limitations as analytical
    financial measures, including the following:  neither EBITDA
    nor Adjusted EBITDA reflects our capital expenditures or future
    requirements for capital expenditures;  neither EBITDA
    nor Adjusted EBITDA reflects the interest expense, or the cash
    requirements necessary to service interest or principal
    payments, associated with our indebtedness;  neither EBITDA
    nor Adjusted EBITDA reflects depreciation and amortization,
    which are non-cash charges, although the assets being
    depreciated and amortized will likely have to be replaced in the
    future, nor does EBITDA or Adjusted EBITDA reflect any cash
    requirements for such replacements; and  neither EBITDA
    nor Adjusted EBITDA reflects changes in, or cash requirements
    for, our working capital needs.A reconciliation of EBITDA and
    Adjusted EBITDA to net income is provided below.  FISCAL YEAR ENDED


THREE MONTHS ENDEDDECEMBER 24,


DECEMBER 25,


DECEMBER 26,


MARCH 25,


MARCH 26,2010


2009


2008


2011


2010(In thousands)Net income

$
15,874


$
8,961


$
2,196


$
1,020


$
1,536Interest expense


4,041



2,815



3,238



3,450



627Depreciation and amortization


2,103



1,917



1,985



388



463Provision for income taxes


2,567



2,213



3,450



667



1,050EBITDA

$
24,585


$
15,906


$
10,869


$
5,525


$
3,676Adjustments:(Gain)/loss on fluctuation of interest rate
    swap (a)


(910
)


(658
)


1,118



(81
)


(183
)(Gain)/loss on the marking to market of foreign exchange
    contracts (b)














(310
)


Management severance
    costs (c)






745











BGCP annual management
    fee (d)


262



352



353







87Adjusted EBITDA

$
23,937


$
16,345


$
12,340


$
5,134


$
3,580   (a)
    Represents the gain or loss we experienced on our interest rate
    swap in each period. When we entered into our interest rate swap
    in 2005, we did not elect to account for it under hedge
    accounting rules. As such, the mark-to-market movement of the
    swap is recorded through our statement of operations. This
    interest rate swap expired in January 2011.(b)
    Represents the unrealized gain we experienced on our Eurodollar
    collar we entered into in the first quarter of 2011 as a hedge
    against imported products denominated, and paid for, in Euros.(c)
    Represents cash severance payments to individuals in connection
    with our 2009 management restructuring.(d)
    Represents the annual management fee we paid to BGCP in the
    respective periods. We redeemed all of our Class A units
    owned by BGCP in October 2010.  (4)

    Working capital is defined as the difference between current
    assets and current liabilities. At March 25, 2011, the
    then-outstanding balance under our senior secured revolving
    credit facility of $9.7 million was included within the
    current portion of long-term debt. (5)

    Gives effect to (i) the reorganization transaction that is
    expected to occur prior to the effectiveness of this
    registration statement, (ii) this offering and
    (iii) the application of the net proceeds of this offering
    as described under the caption Use of Proceeds and
    $37.2 million of borrowings under our new senior secured
    credit facilities.
 11




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RISK
    FACTORS Investing in our common stock involves a high degree of risk.
    You should consider carefully the following risk factors and the
    other information in this prospectus, including our consolidated
    financial statements and related notes to those statements,
    before you decide to invest in our common stock. If any of the
    following risks actually occur, our business, financial
    condition or results of operations could be adversely affected.
    As a result, the trading price of our common stock could decline
    and you could lose part or all of your investment.
  Risks Relating to
    Our Business and Industry
   Our success
    depends to a significant extent upon general economic
    conditions, including disposable income levels and changes in
    consumer discretionary spending.
   Conditions
    beyond our control could materially affect the cost and/or
    availability of our specialty food products and/or interrupt our
    distribution network.
 route-to-market
   12




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Our business
    is a low-margin business and our profit margins may be sensitive
    to inflationary and deflationary pressures.
   Group
    purchasing organizations may become more active in our industry
    and increase their efforts to add our customers as members of
    these organizations.
   Because our
    foodservice distribution operations are concentrated principally
    in six culinary markets, we are susceptible to economic and
    other developments, including adverse weather conditions, in
    these areas.
    13




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and/or
  Damage to our
    reputation or lack of acceptance of our specialty food products
    and/or the brands we carry in existing and new markets could
    materially and adversely impact our business, financial
    condition or results of operations.
       Our customers
    are generally not obligated to continue purchasing products from
    us.
 and/or and/or
  We have
    experienced losses due to our inability to collect accounts
    receivable in the past and could experience increases in such
    losses in the future if our customers are unable to pay their
    debts to us in a timely manner or at all.
 and/or and/or
 14




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Product
    liability claims could have a material adverse effect on our
    business, financial condition or results of
    operations.
   Increased fuel
    costs may have a materially adverse effect on our business,
    financial condition or results of operations.
   New
    information or attitudes regarding diet and health or adverse
    opinions about the health effects of the specialty food products
    we distribute could result in changes in consumer eating habits
    which could materially and adversely affect our business,
    financial condition or results of operations.
   We have
    significant competition from a variety of sources, and we may
    not be able to compete successfully.
  15




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A significant
    portion of our future growth is dependent upon our ability to
    expand our operations in our existing markets and to penetrate
    new markets through acquisitions.
 and/or and/or
     
    maintaining the existing customer base;
    optimizing delivery routes;
    coordinating administrative, distribution and finance functions;
    and
    integrating management information systems and personnel.      We may have
    difficulty managing and facilitating our future
    growth.
  16




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Our
    substantial indebtedness may limit our ability to invest in the
    ongoing needs of our business.
    
    requires us to utilize a substantial portion of our cash flows
    from operations to make payments on our indebtedness, reducing
    the availability of our cash flows to fund working capital,
    capital expenditures, development activity and other general
    corporate purposes;
    increases our vulnerability to adverse general economic or
    industry conditions;
    limits our flexibility in planning for, or reacting to, changes
    in our business or the industries in which we operate;
    makes us more vulnerable to increases in interest rates, as
    borrowings under our new senior secured revolving credit
    facility are expected to be at variable rates;
    limits our ability to obtain additional financing in the future
    for working capital or other purposes, including to finance
    acquisitions; and
    places us at a competitive disadvantage compared to our
    competitors that have less indebtedness.     17




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We may be
    unable to obtain debt or other financing on favorable terms or
    at all.
     Information
    technology system failures or breaches of our network security
    could interrupt our operations and adversely affect our
    business.
   Our recent
    investments in information technology may not produce the
    benefits that we anticipate.
  18




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##### Table of Contents



We may not be
    able to adequately protect our intellectual property, which, in
    turn, could harm the value of our brands and adversely affect
    our business.
     Our business
    operations and future development could be significantly
    disrupted if we lose key members of our management
    team.
   Our insurance
    policies may not provide adequate levels of coverage against all
    claims, and fluctuating insurance requirements and costs could
    negatively impact our profitability.
   Increases in
    our labor costs, including as a result of labor shortages, the
    price or unavailability of insurance and changes in government
    regulation, could slow our growth or harm our
    business.
  19




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##### Table of Contents



We are subject
    to significant governmental regulation.
  
    the products we distribute in the United States are subject to
    regulation and inspection by the U.S. Food and Drug
    Administration, or FDA, and the U.S. Department of
    Agriculture, or USDA;
    our warehouse, distribution facilities and operations also are
    subject to regulation and inspection by the FDA, the USDA and
    state health authorities; and
    our U.S. trucking operations are regulated by the
    U.S. Department of Transportation and the U.S. Federal
    Highway Administration.     20




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##### Table of Contents



We will incur
    increased costs and obligations as a result of being a public
    company.
   Compliance
    with Section 404 of the Sarbanes-Oxley Act of 2002 will
    require our management to devote substantial time to new
    compliance initiatives, and if our independent registered public
    accounting firm is unable to provide an unqualified attestation
    report on our internal controls, our stock price could be
    adversely affected.
    21




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##### Table of Contents



Federal, state
    and local tax rules may adversely impact our business, financial
    condition or results of operations.
   Risks Relating to
    this Offering
   The price of
    our common stock may be volatile and you could lose all or part
    of your investment.
  
    our quarterly or annual earnings or those of other companies in
    the foodservice distribution industry;
    changes in laws or regulations, or new interpretations or
    applications of laws and regulations, that are applicable to our
    business;
    the publics reaction to our press releases, our other
    public announcements and our filings with the SEC;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    additions or departures of our founders or other key employees;
    sales of common stock by our directors, founders or other key
    employees;
    adverse market reaction to any indebtedness that we may incur or
    securities that we may issue in the future;
    actions by our stockholders;
    the level and quality of research analyst coverage of our common
    stock, changes in financial estimates or investment
    recommendations by securities analysts following our business or
    any failure to meet such estimates;
    the financial disclosure we may provide to the public, any
    changes in such disclosure or our failure to meet such
    disclosure;
    various market factors or perceived market factors, including
    rumors, whether or not correct, involving us, our suppliers or
    our customers;
    introductions of new offerings or new pricing policies by us or
    by our competitors;
    acquisitions or strategic alliances by us or our competitors;
    short sales, hedging and other derivative transactions involving
    shares of our common stock;
    the operating and stock price performance of other companies in
    the foodservice distribution industry; and
    other events or factors, including changes in general conditions
    in the United States and global economies or financial markets
    (including those resulting from Acts of God, war, incidents of
    terrorism or responses to such events).     22




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##### Table of Contents



Upon the
    completion of this offering, the concentration of our capital
    stock ownership with our founders and other executive officers
    will likely limit an investors ability to influence
    corporate matters.
   180-day lock-up
    If our
    founders decide to act as a group under the federal
    securities laws, this group would own in excess of 50% of our
    outstanding common stock and as a result we would qualify for
    the controlled company exemptions offered by The NASDAQ
    Marketplace Rules.
  23




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##### Table of Contents



There is no
    existing market for our common stock, and we do not know if one
    will develop to provide you with adequate
    liquidity.
   Future sales
    of our common stock, including shares purchased in this
    offering, in the public market could lower our stock
    price.
    
    8,000,000 shares will be shares that we and the selling
    stockholders are selling in this offering and, unless purchased
    by affiliates, may be resold in the public market without
    restriction immediately after this offering; and 
    12,666,667 shares will be restricted securities, as
    defined in Rule 144 under the Securities Act, and eligible
    for sale in the public market pursuant to the provisions of
    Rule 144, 12,114,943 of which are subject to
    lock-up
    agreements and will become available for resale in the public
    market beginning 180 days after the date of this prospectus.  lock-up lock-up lock-up lock-up case-by-case lock-up, lock-up lock-up
  If you
    purchase shares of common stock in this offering, you will
    experience immediate and significant dilution in the net
    tangible book value per share.
   If securities
    analysts or industry analysts downgrade our stock, publish
    negative research or reports or do not publish reports about our
    business, our stock price and trading volume could
    decline.
  24




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##### Table of Contents



Since we do
    not expect to pay any dividends for the foreseeable future,
    investors in this offering may be forced to sell their stock in
    order to realize a return on their investment.
   Our issuance
    of preferred stock could adversely affect holders of our common
    stock and discourage a takeover.
   Our ability to
    raise capital in the future may be limited.
   Some
    provisions of our charter documents and Delaware law may have
    anti-takeover effects that could discourage an acquisition of us
    by others, even if an acquisition would be beneficial to our
    stockholders, and may prevent attempts by our stockholders to
    replace or remove our current management.
  
    authorizing the issuance of blank check preferred
    stock, the terms of which may be established and shares of which
    may be issued without stockholder approval;
    prohibiting stockholder action by written consent, thereby
    requiring all stockholder actions to be taken at a meeting of
    our stockholders;
    eliminating the ability of stockholders to call a special
    meeting of stockholders; and
    establishing advance notice requirements for nominations for
    election to the board of directors or for proposing matters that
    can be acted upon at stockholder meetings. 25




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##### Table of Contents



CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS and/or
   
    our sensitivity to general economic conditions, including the
    current economic environment, changes in disposable income
    levels and consumer discretionary spending on
    food-away-from-home purchases;
    our vulnerability to economic and other developments in the
    geographic markets in which we operate;
    risks of supply chain interruptions due to lack of long-term
    contracts, severe weather or more prolonged climate change, work
    stoppages or otherwise;
    changes in the availability or cost of our specialty food
    products;
    our ability to effectively price our specialty food products and
    reduce our expenses;
    the relatively low margins of the foodservice distribution
    industry and our sensitivity to inflationary pressures;
    the ability of group purchasing organizations to attract our
    independent restaurant customers and the resulting negative
    effect on our profit margins;
    damage to our reputation or lack of acceptance of our brands;
    changes in attitudes or negative publicity regarding food safety
    and health concerns;
    our ability to successfully identify, obtain financing for and
    complete acquisitions of other foodservice distributors and to
    realize expected synergies from those acquisitions;
    labor shortages or increased labor costs;
    changes in attitudes or negative publicity regarding food safety
    and health concerns;
    sales and expense trends;
    our expectation regarding the provision for losses on accounts
    receivable;
    increased fuel costs and expectations regarding the use of fuel
    surcharges;
    the loss of key members of our management team and our ability
    to replace such personnel;
    strain on our infrastructure and resources caused by our growth;
    the concentration of ownership among our existing executives,
    directors and principal stockholders, which may prevent new
    investors from influencing significant corporate decisions;
    the impact of litigation;
    our inability to obtain
    and/or
    maintain adequate levels of insurance coverage;
    the impact of our substantial indebtedness;
    our ability to raise capital in the future; 26




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##### Table of Contents




    future asset impairment charges;
    inadequate protection of our intellectual property;
    our ability to raise capital in the future;
    the failure or breach of our information technology systems;
    increased costs and obligations as a result of our being a
    public company;
    the impact of federal, state and local tax rules; and
    other factors included under the captions Risk
    Factors, Managements Discussion and Analysis
    of Financial Condition and Results of Operations and
    Our Business.   27




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##### Table of Contents



USE OF
    PROCEEDS      
    To redeem or repurchase all of our outstanding senior
    subordinated notes due 2014 and any accrued but unpaid interest
    thereon and other related fees, including the call premium of
    approximately $0.8 million associated with such redemption
    or repurchase. Interest on our senior subordinated notes accrues
    at a rate of 20% semi-annually in arrears. As of March 25,
    2011, approximately $16.3 million in aggregate principal
    amount of our senior subordinated notes were outstanding. Since
    October 2010, we have elected to capitalize accrued but unpaid
    interest on our senior subordinated notes. As of March 25,
    2011, we had $1.3 million of capitalized and unpaid
    interest. 
    To repay all of our loans outstanding under our existing senior
    secured credit facilities and any accrued but unpaid interest
    thereon and other related fees. As of March 25, 2011, our
    existing senior secured term loan facility had an outstanding
    balance of approximately $72.5 million and matures on
    April 23, 2014. The weighted-average interest rate of our
    outstanding indebtedness under our existing senior secured term
    loan facility was 11% for both the year ended December 24,
    2010, and the three months ended March 25, 2011. An
    affiliate of Jefferies & Company, Inc. is a lender
    under our existing term loan facility and one of the holders of
    our senior subordinated notes and will receive more than 5% of
    the proceeds from this offering (after taking into account
    underwriters discounts and commissions and offering
    expenses payable by us). See Underwriting 
    Affiliations and Conflicts of Interest. As of
    March 25, 2011, our existing senior secured revolving
    credit facility had an outstanding balance of approximately
    $9.7 million and matures on October 22, 2013. The
    weighted-average interest rate of our outstanding indebtedness
    under our existing senior secured revolving credit facility was
    approximately 3.4% for the year ended December 24, 2010,
    and 3.8% for the three months ended March 25, 2011.   28




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DIVIDEND
    POLICY  29




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##### Table of Contents



CAPITALIZATION  
 
    on an actual basis; 
 
 
    on an as adjusted basis to give effect to (i) the sale by
    us of 4,666,667 shares of common stock in this offering at
    an assumed initial public offering price of $15.00 per share,
    which is the midpoint of the range set forth on the cover page
    of this prospectus, and after deducting underwriting discounts
    and commissions and estimated fees and expenses payable by us,
    (ii) the reorganization transactions, as described under
    the caption Certain Relationships and Related-Party
    Transactions  Reorganization Transaction,
    (iii) the new senior secured credit facilities, and
    (iv) the application of the net proceeds of this offering
    and borrowings under our new senior secured credit facilities as
    described under the caption Use of Proceeds; and 
 
 
    on an as adjusted basis to give effect to the adjustments
    described in the immediately preceding bullet point and to give
    effect to our consummation of our acquisition of certain of the
    assets of Harry Wils & Co. and our incurrence of
    approximately $8.9 million of additional borrowings under
    our existing senior secured revolving credit facility to finance
    our acquisition on June 24, 2010 of those assets. 
    
 AS OF MARCH 25, 2011AS ADJUSTED FORHARRY WILS & CO.(In thousands)

ACTUAL


AS ADJUSTED


TRANSACTIONCash and cash equivalents

$
856


$
856


$
856Debt:Existing senior secured revolving credit
    facility (1)


9,701







Existing senior secured term loan
    facility (2)


70,555
(3)






Senior subordinated notes due
    2014 (4)


16,250







Note payable


82



82



82New senior secured revolving credit
    facility (5)






7,164



16,072New senior secured term loan
    facility (5)






30,000



30,000Total debt

$
96,588



37,246



46,154Total members/stockholders
    (deficit)/equity (6)


(47,792
)


9,455
(7)


9,455
(7)Total
    capitalization (6)

$
48,796


$
46,701


$
55,609  
  (1)
    
    Our existing senior secured
    revolving credit facility provides for borrowings of up to
    $25.0 million, of which $15.3 million was available as
    of March 25, 2011 for working capital and general corporate
    purposes. At July 12, 2011, we had borrowed
    $18.7 million under this revolving credit facility,
    including the approximately $8.9 million we borrowed to
    finance our acquisition on June 24, 2011 of certain of the
    assets of Harry Wils & Co.(2)
    
    We had $72.5 million in term
    loans outstanding under our existing senior secured term loan
    facility as of March 25, 2011. Between October 22,
    2010 and March 25, 2011, we repaid approximately
    $2.5 million of the outstanding balance of our existing
    senior secured term loan facility.(3)
    
    Net of original issue discount of
    $1.9 million. On June 24, 2011, we made a $1.3 million
    payment to reduce the principal balance of our existing senior
    secured term loan facility.(4)
    
    Reflects our balance sheet
    liability related to our senior subordinated notes due 2014
    calculated in accordance with GAAP. Interest on our senior
    subordinated notes accrues at a rate of 20% semi-annually in
    arrears. Since October 2010, we have elected to capitalize
    accrued but unpaid interest on the senior subordinated notes as
    permitted under the related note purchase agreement. As of
    March 25, 2011, total unpaid interest included in the
    balance of the senior subordinated notes since the issuance of
    the senior subordinated notes amounted to $1.3 million.(5)
    
    We expect that our new senior
    credit facilities will provide for (i) a $30.0 million
    senior secured term loan facility, maturing in July 2015, and
    (ii) a senior secured revolving credit facility under which
    we may initially borrow up to $50.0 million, maturing in
    July 2015.(6)
    
    A $1 increase (decrease) in the
    assumed initial public offering price of $15.00 per share, which
    is the midpoint of the range set forth on the cover page of this
    prospectus, would increase (decrease) each of total
    stockholders equity, total capitalization and borrowings
    under our new senior secured revolving credit facility by
    $4.3 million, assuming the number of shares offered by us,
    as set forth on the cover page of this prospectus, remains the
    same and after deducting estimated underwriting discounts and
    commissions and estimated offering expenses payable by us.(7)
    
    Adjusted to reflect the write off
    of $3,094 in deferred financing costs for the indebtedness being
    repaid in connection with this offering and the redemption
    premium associated with the repayment of our outstanding senior
    subordinated notes of approximately $0.8 million. As
    adjusted data does not give effect to the compensation expense
    associated with the equity awards that we will issue upon
    consummation of this offering, 50% of which will vest
    immediately and 50% of which will vest ratably over the
    four-year period following grant. We estimate that this
    compensation expense in the third quarter of 2011 will be
    approximately $1.6 million. 30




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##### Table of Contents



DILUTION      PER SHAREInitial public offering price per share

$
15.00Actual net tangible book value per share as of March 25,
    2011

$
(3.74
)Increase per share attributable to new investors

$
3.90Pro forma net tangible book value per share after this offering

$
.16Dilution per share to new investors

$
14.84          31




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##### Table of Contents



SHARES PURCHASED


TOTAL CONSIDERATION


AVERAGE PRICENUMBER


PERCENTAGE


AMOUNT


PERCENTAGE


PER SHAREExisting stockholders


12,666,667



61.3
%

$
456,523



0.38
%

$
0.04New investors


8,000,000



38.7
%


120,000,000



99.62
%


15.00Total


20,666,667



100
%

$
120,456,523



100
%

$
5.83      32




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##### Table of Contents



SELECTED
    CONSOLIDATED FINANCIAL DATA        FISCAL YEAR ENDED


THREE MONTHS ENDEDDECEMBER 24,


DECEMBER 25,


DECEMBER 26,


DECEMBER 28,


DECEMBER 29,


MARCH 25,


MARCH 26,2010


2009


2008


2007


2006


2011


2010(In thousands, except per share data)Statement of Operations Data:Net revenues

$
330,118


$
271,072


$
281,703


$
256,134


$
229,803


$
83,183


$
70,000Cost of sales


244,340



199,764



211,387



190,787



170,624



61,148



52,017Gross profit


85,778



71,308



70,316



65,347



59,179



22,035



17,983Operating expenses


64,206



57,977



60,314



59,389



55,181



16,976



14,953Operating profit


21,572



13,331



10,002



5,958



3,998



5,059



3,030Interest expense


4,041



2,815



3,238



3,515



3,425



3,450



627(Gain)/loss on fluctuation of interest rate swap


(910
)


(658
)


1,118



621







(81
)


(183
)(Gain) on settlement














(1,100
)(1)










Other






















3



Income from operations before income taxes


18,441



11,174



5,646



2,922



573



1,687



2,586Provision for income taxes


2,567



2,213



3,450



786



898



667



1,050Income (loss) from continuing operations


15,874



8,961



2,196



2,136



(325
)


1,020



1,536Discontinued operations, net of taxes


















(355
)






Net income (loss)

$
15,874


$
8,961


$
2,196


$
2,136


$
(680
)

$
1,020


$
1,536Deemed dividend accretion on Class A members units


(4,123
)


(6,207
)


(3,000
)


(2,995
)


(2,992
)






(1,180
)Deemed dividend paid to Class A members units


(22,429
)






















Net income (loss) attributable to members units

$
(10,678
)

$
2,754


$
(804
)

$
(859
)

$
(3,672
)

$
1,020


$
356 33




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##### Table of Contents



FISCAL YEAR ENDED


THREE MONTHS ENDEDDECEMBER 24,


DECEMBER 25,


DECEMBER 26,


DECEMBER 28,


DECEMBER 29,


MARCH 25,


MARCH 26,2010


2009


2008


2007


2006


2011


2010(In thousands, except per share data)Basic net (loss) income per members unit

$
(0.15
)

$
0.04


$
(0.01
)

$
(0.01
)

$
(0.05
)

$
0.02


$
0.00Diluted net (loss) income per members unit

$
(0.15
)

$
0.03


$
(0.01
)

$
(0.01
)

$
(0.05
)

$
0.02


$
0.00Weighted average members units outstanding:Basic


72,494



77,827



76,663



75,436



75,000



52,526



76,573Diluted


72,494



81,851



76,663



75,436



75,000



54,375



79,515Balance Sheet Data (at end of period):Cash and cash equivalents

$
1,978


$
875


$
1,591


$
2,232


$
1,490


$
856


$
1,330Working capital

$
12,206
(2)

$
22,479


$
22,101


$
18,806


$
20,044


$
12,866
(2)

$
22,598Total assets

$
82,672


$
65,937


$
64,502


$
62,917


$
58,141


$
81,297


$
65,389Long-term debt, net of current portion

$
82,580


$
29,928


$
37,323


$
33,082


$
37,299


$
81,999


$
29,063Total liabilities

$
131,484


$
60,603


$
67,720


$
68,331


$
65,691


$
129,089


$
58,681Redeemable Class A members units

$



$
41,698


$
35,491


$
32,491


$
29,496






$
42,878Total members equity (deficit)

$
(48,812
)

$
(36,364
)

$
(38,709
)

$
(37,905
)

$
(37,046
)

$
(47,792
)

$
(36,170
)     (1)
    
    The gain on settlement is the
    result of the Company settling a dispute with the former owner
    of a company that the Company had previously acquired. The
    settlement reduced the acquisition purchase price and
    corresponding note payable to that company. Since the goodwill
    associated with this acquisition had been written off at the
    time of the settlement, the settlement was recorded as a
    non-operating item within the Companys statement of
    operations.(2)
    
    Working capital is defined as the
    difference between current assets and current liabilities. At
    December 24, 2010 and March 25, 2011, the
    then-outstanding balance under our senior secured revolving
    credit facility of $12.2 million and $9.7 million,
    respectively, was included within the current portion of
    long-term debt. 34




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS The following discussion and analysis should be read in
    conjunction with our consolidated financial statements, and the
    notes thereto, appearing elsewhere in this prospectus.
  Our
    Reorganization
    Overview
    hard-to-find
    Recent
    Acquisitions
 and/or
 35




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##### Table of Contents



Our Growth
    Strategies and Outlook
  
    sales and service territory expansion;
    operational excellence and high customer service levels;
    expanded purchasing programs and improved buying power;
    product innovation and new product category introduction;
    operational efficiencies through system enhancements; and
    operating expense reduction through the centralization of
    general and administrative functions.    Key Factors
    Affecting Our Performance
   fee-per-case
    Performance
    Indicators
  
    Net sales.Our net sales growth is driven
    principally by changes in volume and, to a lesser degree,
    changes in price related to the impact of inflation in commodity
    prices. In particular, product cost inflation and deflation 36




---



##### Table of Contents



impacts our results of operations and, depending on the amount
    of inflation or deflation, such impact may be material. For
    example, inflation may increase the dollar value of our sales,
    and when the rate of inflation declines, the dollar value of our
    sales may fall despite our unit sales remaining constant or
    growing. 
    Gross profit and gross profit margin. Our
    gross profit and gross profit as a percentage of net sales, or
    gross profit margin, are driven principally by
    changes in volume and fluctuations in food and commodity prices
    and our ability to pass on any price increases to our customers
    in an inflationary environment and maintain or increase gross
    margin when our costs decline. Our gross margin is also a
    function of the product mix of our net sales in any period.
    Given our wide selection of product categories, as well as the
    continuous introduction of new products, we can experience
    shifts in product sales mix that have an impact on net sales.
    This mix shift is most significantly impacted by the
    introduction of new categories of products in markets that we
    have more recently entered, as well as the continued growth in
    item penetration on higher velocity items such as dairy products.  Key Financial
    Definitions
 
    Net sales.Net sales consist primarily of
    sales of specialty and other food products to
    independently-owned restaurants and other high-end foodservice
    customers, which we report net of certain group discounts and
    customer sales incentives.
    Cost of sales.  Cost of sales include the
    purchase price paid for products sold, plus the cost of
    transportation necessary to bring the product to our
    distribution facilities. Our cost of sales may not be comparable
    to other similar companies within our industry that include all
    costs related to their distribution network in their costs of
    sales rather than as operating expenses.  
    Operating expenses.  Our operating expenses
    include warehousing and distribution expenses (which include
    salaries and wages, employee benefits, facility and distribution
    fleet rental costs and other expenses related to warehousing and
    delivery) and selling, general and administrative expenses
    (which include selling, insurance, administrative, wage and
    benefit expenses and will also include share-based compensation
    expense). Following consummation of this offering, we will incur
    operating expenses as a result of our being a public company. We
    estimate that these expenses will be approximately
    $1.4 million per year. We expect to incur a compensation
    charge in the third quarter related to shares of our common
    stock that we expect to issue upon consummation of this
    offering, 50% of which will vest immediately upon grant and 50%
    of which will vest ratably over the
    four-year
    period following grant. See Compensation Discussion and
    Analysis. We expect this compensation expense will be
    approximately $1.6 million.  
    Interest expense.  Interest expense consists
    primarily of interest on our outstanding indebtedness.
    (Gain) loss on fluctuation of interest rate
    swaps.  (Gain) loss on fluctuation of interest
    rate swaps consists solely of the change in valuation on an
    interest rate swap not eligible for hedge accounting.  Critical
    Accounting Policies
    Allowance for
    Doubtful Accounts
  37




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##### Table of Contents



cash-on-delivery agreed-upon
   Inventory
    Valuation
   Valuation of
    Goodwill and Intangible Assets
   ASC 280-10-50-11,
   38




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##### Table of Contents



Vendor Rebates
    and Other Promotional Incentives
 Accounting Standards
    Codification 605-50 No. 02-16, Accounting by a Customer (Including a Reseller) for Certain
    Consideration Received from a Vendor No. 03-10, Application of Issue
    No. 02-16
    by Resellers to Sales Incentives Offered to Consumers by
    Manufacturers)
  and/or
      Results of
    Operations
     FISCAL YEAR ENDED


THREE MONTHS ENDEDDECEMBER 24,


DECEMBER 25,


DECEMBER 26,


MARCH 25,


MARCH 26,2010


2009


2008


2011


2010Net sales


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Cost of sales


74.0
%


73.7
%


75.0
%


73.5
%


74.3
%Gross profit


26.0
%


26.3
%


25.0
%


26.5
%


25.7
%Operating expenses


19.4
%


21.4
%


21.4
%


20.4
%


21.4
%Operating income


6.5
%


4.9
%


3.6
%


6.1
%


4.3
%Other expense (income):Interest expense


1.2
%


1.0
%


1.1
%


4.1
%


0.9
%(Gain)/loss on fluctuation of interest rate swap


(0.3
)%


(0.2
)%


0.4
%


(0.1
)%


(0.3
)%Total other expense


0.9
%


0.8
%


1.5
%


4.0
%


0.6
%Income before income taxes


5.6
%


4.1
%


2.0
%*


2.0
%


3.7
%Provision for income taxes


0.8
%


0.8
%


1.2
%


0.8
%


1.5
%Net income


4.8
%


3.3
%


0.8
%


1.2
%


2.2
%   *
    
    Total reflects
    rounding 39




---



##### Table of Contents



Three Months
    Ended March 25, 2011 Compared to Three Months Ended
    March 26, 2010
  Net
    Sales
    Gross
    Profit
    Operating
    Expenses
      Operating
    Income
    Other Expense
    (Income)
   40




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##### Table of Contents



Provision for
    Income Taxes
    Net
    Income
    Fiscal Year Ended
    December 24, 2010 Compared to Fiscal Year Ended
    December 25, 2009
   Net
    Sales
   Gross
    Profit
   Operating
    Expenses
     Operating
    Income
   Other Expense
    (Income)
  41




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##### Table of Contents



Provision for
    Income Taxes
   Net
    Income
   Fiscal Year Ended
    December 25, 2009 Compared to Fiscal Year Ended
    December 26, 2008
   Net
    Sales
   Gross
    Profit
   Operating
    Expenses
 year-over-year year-over-year
  Operating
    Income
   Other Expense
    (Income)
  42




---



##### Table of Contents



Provision for
    Income Taxes
   Net
    Income
   Liquidity and
    Capital Resources
         43




---



##### Table of Contents



Derivatives and Hedging
       44




---



##### Table of Contents



Commitments and
    Contingencies
     PAYMENTS DUE BY PERIODLESS THAN


1-3


3-5TOTAL


ONE YEAR


YEARS


YEARS


THEREAFTER(In thousands)Inventory purchase commitments

$
5,576


$
5,576


$



$



$
Indebtedness (1)

$
99,525


$
16,945
(2)

$
12,010


$
70,570


$
Long-term non-capitalized leases

$
23,373


$
6,674


$
10,082


$
5,272


$
1,345Total

$
128,474


$
29,195
(2)

$
22,092


$
75,842


$
1,345   (1)
    For a description of the reduction in our indebtedness that will
    result from this offering, see Use of Proceeds and
    Capitalization.(2)
    Reflects the inclusion of $12.2 million of borrowings under
    our senior secured revolving credit facility which are included
    within the current portion of long-term debt on our balance
    sheet despite not being due until October 22, 2013.     45




---



##### Table of Contents



Seasonality
    Inflation
    Recently Issued
    Financial Accounting Standards
  Business Combinations
  Consolidation.
  ASC 350-30, Determination of the Useful Life of Intangible Assets. ASC 350-30 Intangibles  Goodwill and Other ASC 350-30 ASC 350-30 350-30
 46




---



##### Table of Contents



ASC 260-10, Determining Whether Instruments Granted in Share-Based
    Payment Transactions are Participating Securities ASC 260-10 ASC 260-10 ASC 260-10 ASC 260-10
  Quantitative and
    Qualitative Disclosures About Market Risk
   Interest Rate
    Risk
      47




---



##### Table of Contents



OUR
    BUSINESS Company
    Overview
  and/or hard-to-find
  hard-to-find
  route-to-market
  page F-21
  Competitive
    Strengths
  26-year and/or
  Leading Distributor of Specialty Food Products in Many of the
    Key Culinary Markets.
 48




---



##### Table of Contents



Expansive Product Offering.
    Critical
    Route-to-Market
    for Specialty Food Suppliers. route-to-market,
  Expanding Base of Premier Customer
    Relationships.
  Collaborative Professional and Educational Relationships with
    our Customers.
 49




---



##### Table of Contents



Expertise in Logistics and Distribution.
  12-24 hours
  Experienced and Proven Management Team.
  Our Growth
    Strategies
    Increase Penetration with Existing
    Customers.
  Expand our Customer Base Within our Existing
    Markets.
 50




---



##### Table of Contents



Continue to Improve our Operating Margins.
  Pursue Selective Acquisitions. 26-year
    Our Markets and
    the Customers that We Serve
       MARKET NAME

GEOGRAPHIES SERVED

YEAR ENTEREDNew York

Boston to Atlantic City


1985Washington, D.C.

Philadelphia to Richmond


1999Los Angeles

Santa Barbara to San Diego


2005San Francisco

Napa Valley to Monterey Bay


2005Las Vegas

Las Vegas


2005Miami

Miami


2010  51




---



##### Table of Contents



Our Specialty
    Food Products
    route-to-market
      Our Sophisticated
    and Experienced Sales Professionals
   52




---



##### Table of Contents




    Outside Sales Associates:  Responsible for
    identifying sales opportunities, educating customers and acting
    as our public representatives.
    Inside Sales Associates:  Responsible for
    processing customer orders and arranging for delivery and
    payment.
    Product Specialists:  Responsible for
    maintaining specialized product knowledge and educating our
    outside sales associates and customers regarding new products
    and general developments in several specific categories
    including protein, seafood, pastry and cheese.  and/or
    Our
    Suppliers
        Our Operations
    and Distribution Centers
  12-24 hours
 53




---



##### Table of Contents



OVERVIEW OF OUR DISTRIBUTION CENTERSNAME/LOCATION

OWNED / LEASED

APPROXIMATE SIZE (SQUARE FEET)Bronx, New York #1

Leased


120,000Bronx, New York #2

Leased


55,000Hanover, Maryland

Leased


55,200Miami,
    Florida (1)

Leased


10,000Los Angeles, California

Leased


80,000Hayward, California

Leased


40,000Las Vegas, Nevada

Leased


11,440Total




371,640   (1)
    
    We have entered into a lease
    agreement for a separate distribution center in the Miami,
    Florida area. We expect we will move our Miami operations in the
    third quarter of 2011.        Our Technology
    Systems
  pick-to-voice
  Intellectual
    Property
   54




---



##### Table of Contents



Competition
    Employees
    Regulation
    and/or
     55




---



##### Table of Contents



Litigation and
    Insurance
     56




---



##### Table of Contents



OUR
    MANAGEMENT Executive
    Officers and Directors
 
   
 
  NAME

AGE

POSITIONChristopher
    Pappas (1)

51

Founder, Chairman, President and Chief Executive OfficerJohn
    Pappas (1)

47

Founder, Director and Vice ChairmanDean Facatselis
    (1)

56

Founder and DirectorJohn A. Couri

70

DirectorKevin Cox

47

Director
    Nominee (2)John Austin

49

Director
    Nominee (2)Stephen Hanson

61

Director
    Nominee (2)Kenneth Clark

43

Chief Financial OfficerJames Wagner

41

Chief Operating OfficerFrank ODowd

54

Chief Information OfficerPatricia Lecouras

55

Executive Vice President of Human ResourcesAlexandros Aldous

30

Legal Services Director   (1)
    
    Christopher Pappas and John Pappas
    are brothers. Dean Facatselis is married to Christopher
    Pappas and John Pappas sister.(2)
    
    This individual has agreed to
    become a director immediately prior to the effectiveness of the
    registration statement of which this prospectus is a part and is
    expected to be independent as such term is defined
    under The NASDAQ Marketplace Rules.        Christopher Pappas
  John Pappas
  Dean Facatselis
 57




---



##### Table of Contents



John A. Couri
  Kevin Cox
  John Austin
  Stephen Hanson not-for-profit not-for-profit
 58




---



##### Table of Contents



Kenneth Clark
  James Wagner start-up.
  Frank ODowd
  Patricia Lecouras
  Alexandros Aldous
  Corporate
    Governance Profile
   Board
    Composition
  59




---



##### Table of Contents



Committees of
    the Board of Directors
   Audit
    Committee
   
    overseeing managements maintenance of the reliability and
    integrity of our accounting policies and financial reporting and
    our disclosure practices;
    overseeing managements establishment and maintenance of
    processes to assure that an adequate system of internal control
    is functioning;
    overseeing managements establishment and maintenance of
    processes to assure our compliance with all applicable laws,
    regulations and corporate policies;
    reviewing our annual and quarterly financial statements prior to
    their filing and prior to the release of earnings; and
    reviewing the performance of the independent accountants and
    making decisions regarding the appointment or termination of the
    independent accountants and considering and approving any
    non-audit services proposed to be performed by the independent
    accountants.    http://www.chefswarehouse.com
  Compensation
    Committee
   
    reviewing our compensation practices and policies, including
    equity benefit plans and incentive compensation;
    reviewing key employee compensation policies;
    monitoring performance and compensation of our
    employee-directors,
    officers and other key employees; and
    preparing recommendations and periodic reports to the board of
    directors concerning these matters.    http://www.chefswarehouse.com
 60




---



##### Table of Contents



Nominating and
    Corporate Governance Committee
   
    making recommendations as to the size, composition, structure,
    operations, performance and effectiveness of the board of
    directors;
    establishing criteria and qualifications for membership on the
    board of directors and its committees;
    assessing and recommending to the board of directors strong and
    capable candidates qualified to serve on the board of directors
    and its committees;
    developing and recommending to the board of directors a set of
    corporate governance principles; and
    considering and recommending to the board of directors other
    actions relating to corporate governance.    http://www.chefswarehouse.com
  Compensation
    Committee Interlocks and Insider Participation
   Code of
    Business Conduct and Ethics
 http://www.chefswarehouse.com
  Risk
    Oversight
    61




---



##### Table of Contents



COMPENSATION
    DISCUSSION AND ANALYSIS Compensation
    Discussion and Analysis
   l
    Christopher Pappas, our chairman, president and chief executive
    officer;l
    John Pappas, our vice chairman;l
    James Wagner, our chief operating officer;l
    Kenneth Clark, our chief financial officer; andl
    Frank ODowd, our chief information officer.  Overview of
    Compensation Process
     Compensation
    Philosophy and Objectives
   high-quality
 l
    Performance-based:  A significant
    component of compensation should be determined based on whether
    or not our named executive officers meet performance criteria
    that are aligned with growth in stockholder value without
    engaging in unreasonable risk-taking. l
    Competitive:Pay-for-performance
    scales will be established to ensure that the competitive
    positioning of an executives total compensation reflects
    the competitive positioning of our performance (i.e., the better
    our 62




---



##### Table of Contents



performance relative to peers, the higher total compensation
    payable to a named executive officer relative to competitive
    benchmarks, and vice versa). l
    Balanced:   Performance-oriented
    features and retention-oriented features should be balanced so
    that the compensation program accomplishes our
    pay-for-performance
    and executive retention objectives, while encouraging prudent
    risk-taking that is aligned with our overall strategy.l
    Fair:   Compensation levels and plan
    design should reflect competitive practices, our performance
    relative to peer companies and the relationship of compensation
    levels from one executive to another.  Principal
    Components of Our Compensation Packages
   Components of
    Fiscal 2010 Compensation for Our Named Executive
    Officers
   Base Salary.
   PercentageIncrease2010

Over PriorName

Base Salary

YearChristopher Pappas

$
400,000



0%John Pappas

$
400,000



0%James Wagner

$
227,458
(1)


7.2%Kenneth Clark

$
242,500
(2)


15.5%Frank ODowd

$
218,500



3.0%   (1)
    
    Mr. Wagners annual base
    salary was $218,500 for the first seven months of 2010. On
    August 1, 2010, Mr. Wagners annual base salary
    increased to $240,000.(2)
    
    Mr. Clarks annual base
    salary was $210,000 for the first two months of 2010. Effective
    as of March 1, 2010, Mr. Clarks annual base
    salary increased to $249,000.  Performance-Based, Annual Cash Incentive
    Compensation.
 63




---



##### Table of Contents



NAME

TARGET AWARD

ACTUAL AWARDChristopher Pappas

$
350,000


$
350,000John Pappas

$
350,000


$
350,000James Wagner

$
138,730


$
138,730Kenneth Clark

$
124,500


$
124,500Frank ODowd

$
109,250


$
109,250   Long-term Equity Incentive Compensation. time-to-time
   NAME

GRANT DATE

NUMBER OF CLASS C UNITS ISSUED
    (1)James Wagner


August 1, 2007



833,333Kenneth Clark


July 31, 2007



200,000March 5, 2009



516,667June 16, 2009



116,667Frank ODowd


June 13, 2007



416,666   (1)
    
    In connection with the
    reorganization transaction, these units will convert into common
    shares of The Chefs Warehouse, Inc., 169,193 shares
    of which will be unvested restricted common stock, immediately
    prior to the effectiveness of this registration 64




---



##### Table of Contents



statement at a conversion ratio of
    approximately 0.2942 shares of common stock per
    Class C unit. See the information under the caption
    Certain Relationships and Related-Party
    Transactions  Reorganization Transaction.      Retirement Plans and Other
    Benefits .
 l
    Health Insurance.  We provide each of our named
    executive officers and their spouses and children the same
    health, dental and vision insurance coverage we make available
    to our other eligible employees. We pay both our portion and the
    executives portion of the premiums for these benefits.l
    Disability Insurance.  We provide each of our
    named executive officers with disability insurance.l
    Retirement Benefits.  We do not provide pension
    arrangements or post-retirement health coverage for our named
    executive officers or employees; however, our named executive
    officers and other eligible employees are eligible to
    participate in our 401(k) defined contribution plan. Prior to
    our 2011 fiscal year we did not match employee contributions
    under our 401(k) plan. Beginning in 2011, we are making matching
    contributions for each of our employees, including our named
    executive officers, in an amount equal to 3% of the
    employees contributions up to 6% of his or her base salary.l
    Nonqualified Deferred Compensation.  We do not
    currently provide any nonqualified defined contribution or other
    deferred compensation plans to any of our employees.l
    Perquisites.  In 2010, we provided certain
    personal-benefit perquisites to our named executive officers.
    Other than automobile allowances for certain of our named
    executive officers and a temporary housing allowance for
    Mr. ODowd, the aggregate incremental cost to us of
    the perquisites received by each of the named executive officers
    in 2010 did not exceed $10,000. The cost of the perquisites
    provided to the named executive officers in 2010 is included in
    the Summary Compensation Table.  Employment
    Agreements, Letter Agreements and Severance
    Benefits
 Employment Agreements.
   65




---



##### Table of Contents



Description of
    Replacement Employment Agreements
     Letter Agreements .
   66




---



##### Table of Contents



nolo contendre
  Other Severance Benefits provided that
      2011
    Compensation
  67




---



##### Table of Contents



Tax and
    Accounting Implications
 Deductibility of Executive
    Compensation
  Accounting for Equity-Based
    Compensation
  2010 Summary
    Compensation Table
     CHANGE IN PENSIONVALUE ANDNONQUALIFIEDNON-EQUITY

DEFERREDSTOCK

OPTION

INCENTIVE PLAN

COMPENSATION

ALL OTHERNAME AND PRINCIPAL



SALARY

BONUS

AWARDS

AWARDS

COMPENSATION(1)

EARNINGS

COMPENSATIONPOSITION

YEAR

($)

($)

($)

($)

($)

($)

(2) ($)

TOTAL ($)Christopher Pappas 


2010


$
400,000














$
350,000






$
29,605


$
779,605Chief Executive OfficerJohn Pappas 


2010


$
400,000














$
350,000






$
28,324


$
778,324Vice ChairmanJames Wagner 


2010


$
227,458














$
138,730






$
9,355


$
375,543Chief Operating Officer
    (3)Kenneth Clark 


2010


$
242,500














$
124,500






$
5,497


$
372,497Chief Financial Officer
    (4)Frank ODowd 


2010


$
218,500














$
109,250






$
29,321


$
357,071Chief Information Officer   (1)
    
    Amounts reflect those amounts
    earned by the named executive officer under our fiscal 2010
    performance-based, annual cash incentive program. For a
    description of this program, please see the information under
    the caption Performance-Based, Annual Cash Incentive
    Compensation above.(2)
    
    The following table breaks out the
    components of the All Other Compensation paid to our
    named executive officers in fiscal 2010:   MEDICAL, DENTAL ANDVISION INSURANCE



HOUSINGNAME

PREMIUMS(a)

AUTOMOBILE(b)

ALLOWANCE

TOTALChristopher Pappas

$
5,605


$
24,000






$
29,605John Pappas


5,524



22,800







28,324James Wagner


5,605



3,750
(c)






9,355Kenneth Clark


5,497











5,497Frank ODowd


4,121






$
25,200



29,321   (a)
    
    This amount reflects each named
    executive officers portion of the premiums for his and his
    familys medical, dental and vision insurance that we pay
    on his behalf. 68




---



##### Table of Contents



(b)
    
    Mr. Christopher Pappas and Mr.
    Wagner are provided with monthly car allowances and Mr. John
    Pappas is provided with an automobile leased by us.(c)
    
    Mr. Wagner receives a car
    allowance of $750 per month, which began in August 2010.(3)
    
    Mr. Wagners annual base
    salary was $218,500 for the first seven months of 2010. On
    August 1, 2010, Mr. Wagners annual base salary
    increased to $240,000.(4)
    
    Mr. Clarks annual base
    salary was $210,000 for the first two months of 2010. Effective
    as of March 1, 2010, Mr. Clarks annual base
    salary increased to $249,000.  2010 Grants of
    Plan-Based Awards
    Outstanding
    Equity Awards at 2010 Fiscal Year End
     UNIT AWARDSNUMBER

MARKETOF UNITS

VALUE OFTHAT

UNITSHAVE

THATNOT

HAVE NOTVESTED

VESTED
    (2)NAME

TYPE OF UNITS
    (1)

(#)

($)Christopher Pappas


N/A



N/A



N/AJohn Pappas


N/A



N/A



N/AJames Wagner


Class C Units



208,333
(3)

$
80,687Kenneth Clark


Class C Units



525,000
(4)


203,333Frank ODowd


Class C Units



104,167
(5)


40,344   (1)
    
    In connection with the
    reorganization transaction, these units will convert into common
    shares of The Chefs Warehouse, Inc. immediately prior to
    the effectiveness of this registration statement at a conversion
    ratio of approximately 0.2942 shares of common stock per
    Class C unit. See the information under the caption
    Certain Relationships and Related-Party
    Transactions  Reorganization Transaction for
    more information regarding this reorganization transaction. (2)
    
    The value presented in the table is
    equal to the product of the number of units that had not vested
    as of December 24, 2010 multiplied by the per unit price we
    had paid to repurchase Class C units from former employees
    during 2010 on the date closest to December 24, 2010. We
    calculated these repurchase prices based on an estimated
    enterprise value for our company (based on a multiple of our
    trailing twelve months of EBITDA at each repurchase date) less
    outstanding debt and the accreted value of our Class A
    units. Using the midpoint of the estimated price range set forth
    on the cover page of this prospectus, and after giving effect to
    the conversion of the Class C units to shares of our common
    stock at a conversion ratio of approximately 0.2942 shares
    of common stock per Class C unit, the market value of the
    unvested Class C units for each of Messrs. Wagner,
    Clark and ODowd would be $919,538, $2,317,241 and
    $459,772, respectively. (3)
    
    Mr. Wagners 208,333
    unvested Class C units will vest on August 1, 2011. (4)
    
    Of Mr. Clarks 525,000
    unvested Class C units, 50,000 units will vest on
    July 31, 2011; 129,167 units will vest on each of
    March 5, 2011 and March 5, 2012; 129,166 units will
    vest on March 5, 2013; 29,167 units will vest on each
    of June 16, 2011 and June 16, 2012; and
    29,166 units will vest on June 16, 2013. (5)
    
    Mr. ODowds 104,167
    unvested Class C units vested on June 13, 2011. 69




---



##### Table of Contents



2010 Units Vested
    Table
     CLASS C UNITSNUMBER OFUNITSACQUIRED

VALUE REALIZEDON VESTING

ON VESTING
    (1)NAME

(#)

($)Christopher Pappas


N/A



N/AJohn Pappas


N/A



N/AJames Wagner


208,333


$
111,714Kenneth Clark


208,334



83,711Frank ODowd


104,167



49,553   (1)
    
    The value presented in the table is
    equal to the product of the number of units vesting on each
    applicable vesting date multiplied by the per unit price we had
    paid to repurchase Class C units from former employees
    during 2010 on the date closest to the applicable vesting date.
    We calculated these repurchase prices based on an estimated
    enterprise value for our company (based on a multiple of our
    trailing twelve months of EBITDA at each repurchase date) less
    outstanding debt and the accreted value of our Class A
    units. Using the midpoint of the estimated price range set forth
    on the cover page of this prospectus, and after giving effect to
    the conversion of the Class C units to shares of our common
    stock at a conversion ratio of approximately 0.2942 shares
    of common stock per Class C unit, the market value of the
    Class C units that vested in 2010 for each of
    Messrs. Wagner, Clark and ODowd would be $919,538,
    $919,543 and $459,772, respectively.  Change in Control
    and Termination Pay Tables
  not-for-cause
  Christopher
    Pappas
   VOLUNTARY

EARLY

NORMAL

INVOLUNTARYEXECUTIVE BENEFITS

TERMINATION

RETIREMENT

RETIREMENT

NOT-FOR-CAUSE

DISABILITY

DEATHAND PAYMENTS UPON

ON

ON

ON

TERMINATION

ON

ONSEPARATION

12/24/2010

12/24/2010

12/24/2010

ON 12/24/2010

12/24/2010

12/24/2010Performance-based Cash Incentive Plan






















Acceleration of Vesting of Class B Units






















Change in Control Payment






















Cash Severance Payment






















Health and Welfare Benefits






















Excise Tax and
    Gross-Up






















Total






















  70




---



##### Table of Contents



John
    Pappas
   VOLUNTARY

EARLY

NORMAL

INVOLUNTARYEXECUTIVE BENEFITS

TERMINATION

RETIREMENT

RETIREMENT

NOT-FOR-CAUSE

DISABILITY

DEATHAND PAYMENTS UPON

ON

ON

ON

TERMINATION

ON

ONSEPARATION

12/24/2010

12/24/2010

12/24/2010

ON 12/24/2010

12/24/2010

12/24/2010Performance-based Cash Incentive Plan






















Acceleration of Vesting of Class B Units






















Change in Control Payment






















Cash Severance Payment






















Health and Welfare Benefits






















Excise Tax and
    Gross-Up






















Total






















   James
    Wagner
   VOLUNTARY


EARLY





INVOLUNTARYEXECUTIVE BENEFITS

TERMINATION


RETIREMENT


NORMAL


NOT-FOR-CAUSE


DISABILITY


DEATHAND PAYMENTS UPON

ON


ON


RETIREMENT


TERMINATION


ON


ONSEPARATION

12/24/2010


12/24/2010


ON 12/24/2010


ON 12/24/2010


12/24/2010


12/24/2010Performance-based Cash Incentive Plan

$
138,730


$
138,730


$
138,730


$
138,730


$
138,730


$
138,730Acceleration of Vesting of 
    Class C Units
    (1)






















Change in Control Payment






















Cash Severance Payment













$
250,000
(2)






Health and Welfare Benefits






















Excise Tax and
    Gross-Up






















Total


138,730



138,730



138,730


$
388,730



138,730



138,730   (1)
    
    Pursuant to the terms of our
    Amended and Restated Limited Liability Company Agreement,
    Mr. Wagner would forfeit all of his unvested shares upon
    his termination of employment for any reason. Mr. Wagner
    would forfeit all of his vested and unvested Class C units
    upon our termination of his employment for Cause (as
    defined in our Amended and Restated Limited Liability Company
    Agreement) or upon his engaging in any activity that is
    competitive with us, including soliciting our customers or
    soliciting or hiring our employees. In the event of an Approved
    Company Sale, as defined in our Amended and Restated Limited
    Liability Company Agreement, Mr. Wagners unvested
    Class C units will immediately vest. Because the
    Class C units are equity interests in a private limited
    liability company, the market value of such interests is not
    readily determinable. Using the midpoint of the estimated price
    range set forth on the cover page of this prospectus, and after
    giving effect to the conversion of the Class C units to
    shares of our common stock at a conversion ratio of
    approximately 0.2942 shares of common stock per
    Class C unit, the market value of the unvested Class C
    units would be $919,538. The actual amount that would have been
    received could only have been determined at the time of an
    actual change in control based on the actual net proceeds
    received in connection with such change in control which likely
    would have varied from this amount.(2)
    
    Mr. Wagner is entitled to
    receive his base salary for twelve months following our
    termination of his employment without cause. These payments
    would cease earlier than the
    12-month
    anniversary of our termination of his employment if
    Mr. Wagner becomes employed by another company during that
    period. 71




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##### Table of Contents



Kenneth
    Clark
   VOLUNTARY


EARLY





INVOLUNTARYEXECUTIVE BENEFITS

TERMINATION


RETIREMENT


NORMAL


NOT-FOR-CAUSE


DISABILITY


DEATHAND PAYMENTS UPON

ON


ON


RETIREMENT


TERMINATION


ON


ONSEPARATION

12/24/2010


12/24/2010


ON 12/24/2010


ON 12/24/2010


12/24/2010


12/24/2010Performance-based Cash Incentive Plan

$
124,500


$
124,500


$
124,500


$
124,500


$
124,500


$
124,500Acceleration of Vesting of Class C
    Units (1)






















Change in Control Payment






















Cash Severance Payment













$
249,000
(2)






Health and Welfare Benefits






















Excise Tax and
    Gross-Up






















Total

$
124,500


$
124,500


$
124,500


$
373,500


$
124,500


$
124,500   (1)
    
    Pursuant to the terms of our
    Amended and Restated Limited Liability Company Agreement,
    Mr. Clark would forfeit all of his unvested shares upon his
    termination of employment for any reason. Mr. Clark would
    forfeit all of his vested and unvested Class C units upon
    our termination of his employment for Cause (as
    defined in our Amended and Restated Limited Liability Company
    Agreement) or upon his engaging in any activity that is
    competitive with us, including soliciting our customers or
    soliciting or hiring our employees. In the event of an Approved
    Company Sale, as defined in our Amended and Restated Limited
    Liability Company Agreement, Mr. Clarks unvested
    Class C units will immediately vest. Because the
    Class C units are equity interests in a private limited
    liability company, the market value of such interests is not
    readily determinable. Using the midpoint of the estimated price
    range set forth on the cover page of this prospectus, and after
    giving effect to the conversion of the Class C units to
    shares of our common stock at a conversion ratio of
    approximately 0.2942 shares of common stock per
    Class C unit, the market value of the unvested Class C
    units would be $2,317,241. The actual amount that would have
    been received could only have been determined at the time of an
    actual change in control based on the actual net proceeds
    received in connection with such change in control which likely
    would have varied from this amount. (2)
    
    Mr. Clark is entitled to
    receive his base salary for twelve months following our
    termination of his employment without cause.  Frank
    ODowd
   VOLUNTARY


EARLY





INVOLUNTARYEXECUTIVE BENEFITS

TERMINATION


RETIREMENT


NORMAL


NOT-FOR-CAUSE


DISABILITY


DEATHAND PAYMENTS UPON

ON


ON


RETIREMENT


TERMINATION


ON


ONSEPARATION

12/24/2010


12/24/2010


ON 12/24/2010


ON 12/24/2010


12/24/2010


12/24/2010Performance-based Cash Incentive Plan

$
109,250


$
109,250


$
109,250


$
109,250


$
109,250


$
109,250Acceleration of Vesting of Class C
    Units(1)






















Change in Control Payment






















Cash Severance Payment













$
109,250
(2)






Health and Welfare Benefits






















Excise Tax and
    Gross-Up






















Total

$
109,250


$
109,250


$
109,250


$
218,500


$
109,250


$
109,250   (1)
    
    Pursuant to the terms of our
    Amended and Restated Limited Liability Company Agreement,
    Mr. ODowd would forfeit all of his unvested shares
    upon his termination of employment for any reason.
    Mr. ODowd would forfeit all of his vested and
    unvested Class C units upon our termination of his
    employment for Cause (as defined in our Amended and
    Restated Limited Liability Company Agreement) or upon his
    engaging in any activity that is competitive with us, including
    soliciting our customers or soliciting or hiring our employees.
    In the event of an Approved Company Sale, as defined in our
    Amended and Restated Limited Liability Company Agreement,
    Mr. ODowds unvested Class C units will
    immediately vest. Because the Class C units are equity
    interests in a private limited liability company, the market
    value of such interests is not readily determinable. Using the
    midpoint of the estimated price range set forth on the cover
    page of this prospectus, and after giving effect to the
    conversion of the Class C units to shares of our common
    stock at a conversion ratio of approximately 0.2942 shares
    of common stock per Class C unit, the market value of the
    unvested Class C units would be $459,772. The actual amount
    that would have been received could only have been determined at
    the time of an actual change in control based on the actual net
    proceeds received in connection with such change in control
    which likely would have varied from this amount.  (2)
    
    Mr. ODowd is entitled to
    receive his base salary for six months following our termination
    of his employment without cause. 72




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##### Table of Contents



Director
    Compensation
        2010 DIRECTOR
    COMPENSATION TABLE
    CHANGE IN PENSIONVALUE ANDFEES







NONQUALIFIEDEARNED





NON-EQUITY

DEFERREDOR PAID

STOCK

OPTION

INCENTIVE PLAN

COMPENSATION

ALL OTHERIN CASH

AWARDS

AWARDS

COMPENSATION

EARNINGS

COMPENSATION

TOTALNAME

($)

($)

($)

($)

($)

($)

($)Christopher
    Pappas(1)






















John
    Pappas (1)






















John Couri

$
25,000






















$
25,000Dean Facatselis

$
39,780






















$
39,780Joseph M. Sharfenberger,
    Jr.(1)(2)


























Stephen
    Murray(1)(2)


























   (1)
    
    These individuals did not receive
    any compensation for their service as a director.(2)
    
    These individuals no longer serve
    as directors of our company.  2011 Omnibus
    Equity Incentive Plan
   Overview
     Summary of
    Material Terms
  Eligibility and Administration of the Omnibus
    Plan Rule 16b-3
 73




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##### Table of Contents



Limitations on Omnibus Plan Awards
  Shares Subject to Omnibus
    Plan
  Stock Options and Stock Appreciation
    Rights
 74




---



##### Table of Contents



Restricted Shares and Restricted Share
    Units and/or
   75




---



##### Table of Contents



Performance Awards
    and/or and/or
  and/or
   76




---



##### Table of Contents



Other Stock-Based Awards
  Non-Employee Director Awards and/or and/or
  Separation from Service
  Change in Control .
     77




---



##### Table of Contents



Term and Amendment of Omnibus
    Plan .
    Certain Federal Income Tax
    Consequences .
         78




---



##### Table of Contents



79




---



##### Table of Contents



PRINCIPAL AND
    SELLING STOCKHOLDERS  
 
    each of our named executive officers;
    each of our directors and director nominees;
    all directors, director nominees and executive officers as a
    group;
    each selling stockholder; and
    each person known to us to beneficially own more than 5% of the
    outstanding units of ownership interest in our company.   
   
 
   
  c/o The (203) 894-1345.
   BEFORE OFFERING AND








AFTER OFFERING AND REORGANIZATION TRANSACTIONREORGANIZATION








NUMBER OF





NUMBER OFTRANSACTIONS








SHARES OF


PERCENT OF


SHARES OF


PERCENT OFNUMBER OF


COMMON


COMMON


COMMON


COMMONADDITIONAL


STOCK


STOCK


STOCK


STOCKNUMBER OF


PERCENT OF


NUMBER OF


SHARES OF


BENEFICIALLY


BENEFICIALLY


BENEFICIALLY


BENEFICIALLYUNITS OF


UNITS OF


SHARES OF


COMMON


OWNED


OWNED


OWNED


OWNEDOWNERSHIP


OWNERSHIP


COMMON


STOCK TO BE


ASSUMING


ASSUMING


ASSUMING


ASSUMINGINTEREST


INTEREST


STOCK TO BE


SOLD AT


UNDERWRITERS


UNDERWRITERS


UNDERWRITERS


UNDERWRITERSNAME OF BENEFICIAL

BENEFICIALLY


BENEFICIALLY


SOLD IN THIS


UNDERWRITERS


OPTION IS NOT


OPTION IS NOT


OPTION IS


OPTION ISOWNER

OWNED(1)


OWNED(1)


OFFERING


OPTION


EXERCISED


EXERCISED


EXERCISED


EXERCISEDChristopher Pappas


16,666,667



30.70
%






600,000



4,904,215



23.73
%


4,304,215



20.83
%John Pappas


16,666,667



30.70
%






600,000



4,904,215



23.73
%


4,304,215



20.83
%Dean Facatselis


16,666,667
(2)


30.70
%(2)


1,666,666







1,570,881
(6)


7.60
%(6)


1,570,881
(6)


7.60
%(6)Kay Facatselis


16,666,667
(2)


30.70
%(2)


1,666,667







1,570,881
(6)


7.60
%(6)


1,570,881
(6)


7.60
%(6)John A. Couri






























Kevin Cox






























John D. Austin






























Stephen Hanson






























Kenneth Clark


519,667
(3)


0.96
%










152,913



0.74
%


152,913



0.74
%James Wagner


833,334
(4)


1.53
%










245,211



1.19
%


245,211



1.19
%Frank ODowd


416,667
(4)


0.77
%










122,605



0.59
%


122,605



0.59
%All directors, director nominees and executive officers as a
    group (13 persons)


52,186,336
(3)(4)(5)


95.97
%


3,333,333



1,200,000



12,022,645
(7)


58.17
%


10,822,645
(7)


52.37
%      (1)
    
    Christopher Pappas, John Pappas,
    Dean Facatselis and Kay Facatselis own 100% of our Class B
    units. Only Class B units have voting rights.(2)
    
    Includes 8,333,333.5 units
    owned individually by Dean Facatselis and 8,333,333.5 units
    owned individually by Kay Facatselis, his wife.(3)
    
    Includes Class C units owned
    by Mr. Clark that have vested or will vest within
    60 days of the date of this prospectus, but excludes
    129,167 Class C units that will vest on March 5, 2012;
    29,167 Class C units that will vest on June 16, 2012;
    129,167 Class C units that will vest on March 5, 2013;
    and 26,166 Class C units that will vest on June 16,
    2013.(4)
    
    Includes Class C units that
    have vested or will vest within 60 days of the date of this
    prospectus.(5)
    
    Includes 8,333,333.5 units
    owned by Dean Facatseliss wife.(6)
    
    Includes 785,440 shares of common
    stock owned individually by Dean Facatselis and 785,440 shares
    of common stock owned individually by Kay Facatselis.(7)
    
    Includes 785,440 shares of common
    stock owned by Dean Facatseliss wife. 80




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS   Regulation S-K.
    Reorganization
    Transaction
      Warehouse and
    Office Leases
     81




---



##### Table of Contents



Employment of
    Family Members
   82




---



##### Table of Contents



DESCRIPTION OF
    OUR CAPITAL STOCK Our
    Reorganization
    Common
    Stock
    Preferred
    Stock
      Certain
    Anti-Takeover Matters
   Delaware
    Business Combination Statute
  
    prior to the time the stockholder became an interested
    stockholder, the board of directors of the corporation approved
    either the business combination or the transaction which
    resulted in the stockholder becoming an interested stockholder;
    the interested stockholder owned at least 85% of the voting
    stock of the corporation, excluding specified shares, upon
    consummation of the transaction which resulted in the
    stockholder becoming an interested stockholder; or 83




---



##### Table of Contents




    at or subsequent to the time the stockholder became an
    interested stockholder, the business combination is approved by
    the board of directors of the corporation and authorized by the
    affirmative vote, at an annual or special meeting, and not by
    written consent, of at least two-thirds of the outstanding
    voting shares of the corporation, excluding shares held by that
    interested stockholder.   
    mergers and consolidations with or caused by an interested
    stockholder;
    sales or other dispositions of 10% or more of the assets of a
    corporation to an interested stockholder;
    specified transactions resulting in the issuance or transfer to
    an interested stockholder of any capital stock of a corporation
    or its subsidiaries; and
    other transactions resulting in a disproportionate financial
    benefit to an interested stockholder.      Provisions of
    our Certificate of Incorporation and Bylaws
       NASDAQ Global
    Market Listing Trading
    Transfer Agent
    and Registrar
   84




---



##### Table of Contents



DESCRIPTION OF
    OUR INDEBTEDNESS New Senior
    Secured Credit Facilities
          Existing Senior
    Secured Credit Facilities
   85




---



##### Table of Contents



Senior
    Subordinated Notes
       86




---



##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE   Reorganization
    Transaction
        Sale of
    Restricted Shares
      lock-up
 
    no shares will be eligible for sale on the date of this
    prospectus; and 
    12,114,943 shares will be eligible for sale upon the
    expiration of the
    lock-up
    agreements, as more particularly described below, beginning
    180 days after the date of this prospectus.  Lock-Up
    Agreements
  lock-up
 87




---



##### Table of Contents



lock-up lock-up lock-up
  lock-up lock-up lock-up case-by-case lock-up lock-up
  Rule 144
   
    1% of the number of shares of our common stock then outstanding,
    which will equal 206,667 shares upon completion of this
    offering; or 
    the average weekly trading volume of the common stock during the
    four calendar weeks preceding the filing of a notice on
    Form 144 with respect to such sale.        Form S-8
    Registration Statements
  Form S-8
 88




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##### Table of Contents



MATERIAL U.S.
    FEDERAL TAX CONSIDERATIONS FOR
    NON-UNITED
    STATES HOLDERS non-U.S. holders. non-U.S. holder
 
    an individual who is a citizen or resident of the United States;
    a corporation (or other business entity treated as a corporation
    for U.S. federal income tax purposes) created or organized
    in the United States or under the laws of the United States, any
    state thereof or the District of Columbia;
    an estate the income of which is subject to United States
    federal income taxation regardless of its source; or
    a trust that (1) is subject to the primary supervision of a
    court within the United States and the control of one or more
    U.S. persons, or (2) was in existence on
    August 20, 1996, was treated as a U.S. domestic trust
    immediately prior to that date, and has validly elected to
    continue to be treated as a U.S. domestic trust.    non-U.S. holders non-U.S. tax non-U.S. holders
  Each prospective
    non-U.S. holder
    should consult its tax advisor with respect to the
    U.S. federal, state, local and
    non-U.S. income,
    estate and other tax consequences of purchasers holding and
    disposing of shares of our common stock.
  U.S. Trade or
    Business Income
  non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder
  non-U.S. holder Form W-8ECI
 89




---



##### Table of Contents



non-U.S. holders
  Distributions
  non-U.S. holders non-U.S. holder non-U.S. holder Form W-8BEN non-U.S. holders non-U.S. holder non-U.S. holder
  Dispositions of
    Shares of Our Common Stock
  non-U.S. holder
 
    the gain is U.S. trade or business income, as described
    above;
    the
    non-U.S. holder
    is an individual who is present in the United States for 183 or
    more days in the taxable year of the disposition and meets
    certain other conditions; or
    we are or have been a U.S. real property holding
    corporation, which we refer to as a USRPHC,
    under section 897 of the Code at any time during the
    shorter of the five-year period ending on the date of
    disposition and the
    non-U.S. holders
    holding period for its shares of our common stock.  non-U.S. holder, non-U.S. holder non-U.S. holders non-U.S. holder
    Information
    Reporting Requirements, Backup Withholding and Certain Other
    Required Withholding
  non-U.S. holder
 90




---



##### Table of Contents



non-U.S. holder non-U.S. holder non-U.S. holder Form W-8BEN
  Form W-8BEN) non-U.S. office non-U.S. broker non-U.S. broker non-U.S. office Form W-8BEN) Non-U.S. holders
  non-U.S. holder non-U.S. holders non-U.S. holder
  non-U.S. holders
  Federal Estate
    Tax
  non-U.S. holders
 91




---



##### Table of Contents



UNDERWRITING    UNDERWRITERS

NUMBER OF SHARESJefferies & Company, Inc.BMO Capital Markets Corp.Wells Fargo Securities, LLCBB&T Capital Markets, a division of Scott &
    Stringfellow, LLCCanaccord Genuity Inc.Total


8,000,000  
  book-running
        Commission and
    Expenses
   92




---



##### Table of Contents



PER SHARE


TOTALWITHOUT


WITH


WITHOUT


WITHOPTION TO


OPTION TO


OPTION TO


OPTION TOPURCHASE


PURCHASE


PURCHASE


PURCHASEADDITIONAL


ADDITIONAL


ADDITIONAL


ADDITIONALSHARES


SHARES


SHARES


SHARESPublic offering price

$



$



$



$Underwriting discounts and commissions paid by us

$



$



$



$Proceeds to us, before expenses

$



$



$



$Underwriting discounts and commissions paid by the selling
    stockholders

$



$



$



$Proceeds to the selling stockholders, before expenses

$



$



$



$      Determination of
    Offering Price
      Listing
    Over-Allotment
    Option
   93




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##### Table of Contents



No Sales of
    Similar Securities
   
    sell, offer, contract or grant any option to sell (including any
    short sale), pledge, transfer, establish an open put
    equivalent position within the meaning of
    Rule 16a-l(h)
    under the Securities Exchange Act of 1934, as amended, or, the
    Exchange Act, or
    otherwise dispose of any shares, options or warrants to acquire
    shares, or securities that are convertible into, that are
    exercisable for or that represent the right to shares of common
    stock currently or hereafter owned either of record or
    beneficially, or
    publicly announce an intention to do any of the foregoing for a
    period of 180 days after the date of this prospectus
    without the prior written consent of Jefferies &
    Company, Inc.   
    during the last 17 days of the 180-day restricted period,
    we issue an earnings release or material news or a material
    event relating to us occurs, or
    prior to the expiration of the
    180-day
    restricted period, we announce that we will release earnings
    results during the
    16-day
    period beginning on the last day of the
    180-day
    restricted period,  180-day 18-day
  180-day lock-up lock-up lock-up
  Stabilization
         94




---



##### Table of Contents



Directed Share
    Program
  lock-up
  Electronic
    Distribution
  and/or
 Affiliations and
    Conflicts of Interest   and/or and/or and/or
   95




---



##### Table of Contents



Selling
    Restrictions
  European Economic Area.
 (a)
    to legal entities which are authorized or regulated to operate
    in the financial markets or, if not so authorized or regulated,
    whose corporate purpose is solely to invest in securities;(b)
    to any legal entity which has two or more of (1) an average
    of at least 250 employees during the last financial year;
    (2) a total balance sheet of more than 43,000,000 and
    (3) an annual net turnover of more than 50,000,000,
    as shown in its last annual or consolidated accounts;(c)
    to fewer than 100 natural or legal persons (other than qualified
    investors as defined in the Prospectus Directive) subject to
    obtaining the prior consent of the representatives for any such
    offer; or(d)
    in any other circumstances falling within Article 3(2) of
    the Prospectus Directive, provided that no such offer of the
    shares shall result in a requirement for the publication by us
    or any underwriter of a prospectus pursuant to Article 3 of
    the Prospectus Directive.   (a)
    it is a qualified investor within the meaning of the law in that
    Relevant Member State implementing Article 2(1)(e) of the
    Prospectus Directive; and(b)
    in the case of any shares acquired by it as a financial
    intermediary, as that term is used in Article 3(2) of the
    Prospectus Directive, (i) the shares acquired by it in the
    offer have not been acquired on behalf of, nor have they been
    acquired with a view to their offer or resale to, persons in any
    Relevant Member State, other than qualified investors, as that
    term is defined in the Prospectus Directive, or in circumstances
    in which the prior consent of the representatives has been given
    to the offer or resale; or (ii) where shares have been
    acquired by it on behalf of persons in any Relevant Member State
    other than qualified investors, the offer of those shares to it
    is not treated under the Prospectus Directive as having been
    made to such persons.     (a)
    it has only communicated or caused to be communicated and will
    only communicate or cause to be communicated any invitation or
    inducement to engage in investment activity (within the meaning
    of Section 21 of the Financial Services and Markets Act
    2000 (the FSMA)) to persons who are investment
    professionals falling within Article 19(5) of the FSMA
    (Financial Promotion) Order 2005 or in circumstances in which
    Section 21(1) of the FSMA does not apply to us; and(b)
    it has complied with and will comply with all applicable
    provisions of the FSMA with respect to anything done by it in
    relation to the shares in, from or otherwise involving the
    United Kingdom.  Switzerland.
   96




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##### Table of Contents



LEGAL
    MATTERS   EXPERTS   Regulation S-X
      WHERE YOU CAN
    FIND MORE INFORMATION Form S-1
  1-800-SEC-0330 http://www.sec.gov
   97




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    INDEX TO FINANCIAL STATEMENTS    Independent Registered Public Accounting Firm


F-2Consolidated balance sheets as of
    December 24, 2010, December 25, 2009 and
    March 25, 2011 (unaudited)


F-3Consolidated statements of income for the years
    ended December 24, 2010, December 25, 2009 and
    December 26, 2008 and the three months ended March 25,
    2011 (unaudited) and March 26, 2010 (unaudited)


F-4Consolidated statements of changes in redeemable
    Class A units and members deficit for the years ended
    December 24, 2010, December 25, 2009 and
    December 26, 2008 and the three months ended March 25,
    2011 (unaudited)


F-5Consolidated statements of cash flows for the
    years ended December 24, 2010, December 25, 2009 and
    December 26, 2008 and the three months ended March 25,
    2011 (unaudited) and March 26, 2010 (unaudited)


F-6Notes to consolidated financial statements


F-7Unaudited Pro Forma Condensed Consolidated
    Financial Statements


F-21  
 F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            BDO
    USA, LLP
   F-2




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
  CONSOLIDATED BALANCE SHEETS
   MARCH 25, 2011DECEMBER 24, 2010


DECEMBER 25, 2009


(UNAUDITED)(In thousands)AssetsCurrent AssetsCash and cash equivalents

$
1,978


$
875


$
856Accounts receivable, net of allowance of $2,400 in 2010 and
    $2,150 in 2009 and $2,472 as of March 25, 2011


36,200



30,977



36,223Inventories


16,441



15,289



17,284Deferred taxes, net


1,651



1,481



1,631Prepaid expenses and other current assets


3,608



2,087



2,909Total Current Assets


59,878



50,709



58,903Equipment and leasehold improvements, net


4,228



4,240



4,342Receivables and advances  related parties






190



Software costs, net


373



539



322Goodwill


11,479



9,359



11,479Intangible assets, net


635



115



606Deferred taxes


2,362



62



2,168Other assets


3,717



723



3,477Total Assets

$
82,672


$
65,937


$
81,297Liabilities, Redeemable Class A Units and Members
    DeficitCurrent LiabilitiesAccounts payable

$
23,563


$
19,290


$
25,241Accrued liabilities


3,686



3,396



3,777Accrued compensation


3,478



2,750



2,430Current portion of long term debt


16,945



2,794



14,589Total Current Liabilities


47,672



28,230



46,037Long-term debt, net of current portion


82,580



29,928



81,999Other liabilities and deferred credits


1,232



2,445



1,053Total Liabilities


131,484



60,603



129,089Commitments and ContingenciesRedeemable Class A members units, 0, 25,000,000 and 0
    authorized, issued and outstanding, at liquidation value at
    December 24, 2010, December 25, 2009 and
    March 25, 2011, respectively






41,698



Members Deficit:Class B members units, no par, 50,000,000 units
    authorized, issued and outstanding at December 24, 2010,
    December 25, 2009 and March 25, 2011, respectively


(48,812
)


(36,364
)


(47,792
)Class C members units, no par, 8,333,333 units
    authorized, 4,375,000, 4,927,084 and 4,375,000 issued and
    outstanding at December 24, 2010, December 25, 2009
    and March 25, 2011, respectively










Members deficit


(48,812
)


(36,364
)


(47,792
)Total Liabilities, Redeemable Class A Units and
    Members Deficit

$
82,672


$
65,937


$
81,297       F-3




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
  CONSOLIDATED STATEMENTS OF INCOME
    FOR THE THREE


FOR THE THREEMONTHS


MONTHSFOR THE YEAR


FOR THE YEAR


FOR THE YEAR


ENDED


ENDEDENDED


ENDED


ENDED


MARCH 25,


MARCH 26,DECEMBER


DECEMBER 25,


DECEMBER


2011


201024, 2010


2009


26, 2008


(UNAUDITED)


(UNAUDITED)(In thousands)Net Revenues

$
330,118


$
271,072


$
281,703


$
83,183


$
70,000Cost of sales


244,340



199,764



211,387



61,148



52,017Gross profit


85,778



71,308



70,316



22,035



17,983Operating expenses


64,206



57,977



60,314



16,976



14,953Operating profit


21,572



13,331



10,002



5,059



3,030Interest expense


4,041



2,815



3,238



3,450



627(Gain)/Loss on fluctuation of interest rate swap


(910
)


(658
)


1,118



(81
)


(183
)Other














3



Income before income taxes


18,441



11,174



5,646



1,687



2,586Provision for income taxes


2,567



2,213



3,450



667



1,050Net Income

$
15,874


$
8,961


$
2,196


$
1,020


$
1,536Deemed dividend accretion on Class A members units


(4,123
)


(6,207
)


(3,000
)






(1,180
)Deemed dividend paid to Class A members units


(22,429
)














Net income (loss) attributable to members units

$
(10,678
)

$
2,754


$
(804
)

$
1,020


$
356Net (loss) income per members unit:Basic

$
(0.15
)

$
0.04


$
(0.01
)

$
0.02


$
0.00Diluted

$
(0.15
)

$
0.03


$
(0.01
)

$
0.02


$
0.00Weighted average members units outstanding:Basic


72,494



77,827



76,663



52,526



76,573Diluted


72,494



81,851



76,663



54,375



79,515Pro Forma net income per common share (unaudited) (Note 2)Basic

$
0.60










$
0.14Diluted

$
0.58










$
0.13Pro Forma weighted average shares used in computing net loss per
    common share (unaudited) (Note 2)Basic


20,059











20,253Diluted


20,883











20,873       F-4




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
  CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
    CLASS A UNITS AND MEMBERS DEFICIT
    CLASS A



CLASS B


CLASS C


MEMBERSUNITS


AMOUNT



UNITS


UNITS


DEFICIT(In thousands)December 26, 2007


25,000


$
32,491




50,000



6,033


$
(37,905
)Accretion of Class A Units to liquidation value






3,000












(3,000
)Issuance of Class C Units















1,843Net Income



















2,196December 26, 2008


25,000



35,491




50,000



7,876



(38,709
)Accretion of Class A Units to liquidation value






6,207












(6,207
)Issuance of Class C Units















633Purchase of Class C Units















(1,788
)


(263
)Forfeiture of Class C Units















(1,794
)Distribution to Members



















(146
)Net Income



















8,961December 25, 2009


25,000



41,698




50,000



4,927



(36,364
)Accretion of Class A Units to liquidation value






4,123












(4,123
)Redemption of Class A Units


(25,000
)


(45,821
)











(22,429
)Purchases of Class C Units















(552
)


(173
)Distribution to Members



















(1,597
)Net Income



















15,874December 24, 2010











50,000



4,375



(48,812
)Net Income (unaudited)



















1,020March 25, 2011 (unaudited)





$





50,000



4,375


$
(47,792
)       F-5




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
  CONSOLIDATED STATEMENT OF CASH FLOWS
    FOR THE THREE


FOR THE THREEMONTHS


MONTHSFOR THE YEAR





FOR THE YEAR


ENDED


ENDEDENDED


FOR THE YEAR


ENDED


MARCH 25,


MARCH 26,DECEMBER 24,


ENDED DECEMBER 25,


DECEMBER 26,


2011


20102010


2009


2008


(UNAUDITED)


(UNAUDITED)(In thousands)Cash flows from operating activities:Net income

$
15,874


$
8,961


$
2,196


$
1,020


$
1,536Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


1,388



1,520



1,626



322



316Provision for allowance for doubtful accounts


1,042



1,477



1,338



279



295Original issue discount amortization


123











182



Deferred credits


(302
)


63



297







Deferred taxes


(2,470
)


369



(614
)


214



Unrealized (gain)/loss on interest rate swap


(910
)


(658
)


1,118



(81
)


(183
)Accrual of paid in kind interest


500











750



Amortization of deferred financing fees


715



397



359



320



147Loss on sale lease back










87







Loss on asset disposal














3



Unrealized gain on forward contracts














(310
)


Changes in assets and liabilities, net of acquisitions:Accounts receivable


(5,643
)


(3,054
)


1,042



(302
)


1,069Inventories


(450
)


1,584



2,512



(843
)


(1,208
)Prepaid expenses and other current assets


(658
)


(390
)


(228
)


1,009



999Accounts payable and accrued liabilities


4,988



813



(7,794
)


721



(299
)Other assets


(863
)


(11
)


(98
)


(98
)


(113
)Other liabilities














(50
)


(56
)Receivable from related party


190



814



(225
)






12Net cash provided by operating activities


13,524



11,885



1,616



3,136



2,515Cash flows from investing activities:Capital expenditures


(1,133
)


(1,061
)


(1,848
)


(389
)


(513
)Cash paid for acquisitions


(3,738
)


(3,766
)


(4,000
)






Net cash used in investing activities


(4,871
)


(4,827
)


(5,848
)


(389
)


(513
)Cash flows from financing activities:Cash paid for Class C Shares


(173
)


(263
)










(161
)Redemption of Class A Shares


(68,250
)














Borrowings of debt


97,500







250







Payment of debt


(20,400
)


(2,100
)






(1,351
)


(622
)Borrowings under revolving credit line


325,810



323,090



342,450



81,706



71,677Payments under revolving credit line


(334,085
)


(327,695
)


(338,155
)


(84,224
)


(72,441
)Distribution to shareholders


(1,597
)


(146
)










Debt issuance costs


(5,961
)














Other


(394
)


(660
)


(954
)






Net cash provided by (used in) financing activities


(7,550
)


(7,774
)


3,591



(3,869
)


(1,547
)Net change in cash and cash equivalents


1,103



(716
)


(641
)


(1,122
)


455Cash and cash equivalents at beginning of year


875



1,591



2,232



1,978



875Cash and cash equivalents end of year

$
1,978


$
875


$
1,591


$
856


$
1,330Supplemental disclosures of cash flow information:Cash paid for income taxes

$
5,789


$
3,067


$
3,040


$
151


$
643Cash paid for interest

$
3,536


$
2,817


$
3,099


$
1,695


$
748Non-cash financing activities:Accretion of Class A Units

$
4,123


$
6,207


$
3,000






$
1,180       F-6




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
   Note 1  Operations
    and Basis of Presentation
   Description of
    Business and Basis of Presentation
   Unaudited
    Interim Financial Statements
   Consolidation
    of Ownership
   Consolidation
   Acquisitions
    F-7




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
     Use of
    Estimates
   Subsequent
    Events
 2010-09,
  Note 2  Net
    Income (Loss) Per Unit and Pro Forma Net Income Per Share
    (Unaudited)
     F-8




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
      DECEMBER 24, 2010


DECEMBER 25, 2009


DECEMBER 26, 2008


MARCH 25, 2011


MARCH 26, 2010Net income

$
15,874


$
8,961


$
2,196


$
1,020


$
1,536Deemed dividend accretion on Class A common members
    units(1)


(4,123
)


(6,207
)


(3,000
)






(1,180
)Deemed dividend paid to Class A members
    units(1)


(22,429
)














Net income (loss) attributable to members units

$
(10,678
)

$
2,754


$
(804
)

$
1,020


$
356Net (loss) income per members unit:Basic

$
(0.15
)

$
0.04


$
(0.01
)

$
0.02


$
0.00Diluted

$
(0.15
)

$
0.03


$
(0.01
)

$
0.02


$
0.00Weighted average members units outstanding:Basic


72,494



77,827



76,663



52,526



76,573Diluted


72,494



81,851



76,663



54,375



79,515   (1)
    
    Accreted dividends and the
    distribution for the final redemption of the Class A units
    are removed from earnings from the net income (loss)
    attributable to members units as these distributions were
    not available to those members.      MARCH 25, 2011BASIC AND DILUTED

DECEMBER 24, 2010


(UNAUDITED)Historical income before provision for income taxes

$
18,441


$
1,687Pro forma provision for income
    taxes(a)


7,376



66711,065



1,020Other pro forma adjustments, net of
    tax(b)(c)


968



1,791Net income attributable to Common shares

$
12,033


$
2,811Basic net income per share

$
0.60


$
0.14Diluted net income per share

$
0.58


$
0.13Weighted average common shares
    outstanding(d)Basic


20,059



20,253Diluted


20,883



20,873  
   (a)
    Pro forma effective tax rate of 39% for the full year ended
    December 24, 2010 and the three months ended March 25,
    2011. F-9




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
   (b)
    The elimination of historical interest expense, including the
    amortization of debt issuance costs and the write-off of
    deferred debt costs of $3,219 and $3,094, respectively, related
    to the loan balances at December 24, 2010 and
    March 25, 2011 under the Companys credit facility
    which is assumed to be repaid using a portion of the net
    proceeds of the Companys initial public offering of its
    common stock. (c)
    To record compensation expense associated with the issuance of
    common stock upon consummation of the offering of $1,934 and $96
    for the year ended December 24, 2010 and the three months
    ended March 25, 2011. (d)
    The issuance of 4,666,667 shares of common stock at the
    assumed initial offering price of $15 per share (the midpoint of
    the range set forth on the cover page of the prospectus of which
    these financial statements are a part), where the proceeds of
    such issuance of shares would have been sufficient to repay
    outstanding loan balances as of December 24, 2010 and
    March 25, 2011, respectively.  Note 3  Members
    Equity
   i.
    Class A Units  On October 22,
    2010, the Company redeemed and retired all outstanding
    Class A units held by BGCP
    c/o CCMP
    Capital Advisors, LLC and Drawbridge Special Opportunities
    Fund LP. As of December 24, 2010 and March 25,
    2011 there were zero Class A units authorized and
    outstanding.ii.
    Class B Units All Class B units
    were issued to the founders of the Company and carry a single
    vote per unit.iii.
    Class C Units  All Class C
    units were reserved for issuance to employees, directors and
    other service providers. As of December 24, 2010 and
    December 25, 2009, there were 4,375,000 and 4,927,084
    Class C units issued, respectively. The Class C units
    are redeemable upon a liquidity event or upon termination of the
    holder at the option of the Company. Compensation charges
    associated with these units were immaterial in the reported
    periods.  Note 4  Summary
    of Significant Accounting Policies
   Revenue
    Recognition
   Cost of Goods
    Sold (COGS)
   Operating
    Expenses
   Cash and Cash
    Equivalents
    F-10




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
   Accounts
    Receivable
     Inventories
 (first-in
  Purchase
    Incentives
   Concentrations
    of Credit Risks
     Equipment and
    Leasehold Improvements
    ESTIMATED USEFUL LIVES (IN YEARS)Leasehold improvements (lesser of life of lease or)


7-15Machinery and equipments


5-10Computer, data processing and other equipment


3-7Furniture and fixtures


7Vehicles


5Other


7    Software
    Costs
  F-11




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
   350-40 Internal-Use Software
    Impairment of
    Long-Lived Assets
 360-10-35-15, Impairment or Disposal of Long-Lived Assets
  Debt Issuance
    Costs and Debt Discount
   Intangible
    Assets
   Goodwill
 Goodwill and Other
  Derivative
    Financial Instruments
 Fair Value Measurements
 F-12




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
   Employee
    Benefit Programs
   Income
    Taxes
 Income Taxes.
    Commitments
    and Contingencies
   Fair Value
    Measurements
 Fair Value
    Measurements
    Note 5  Acquisitions
  Business
    Combinations.
   F-13




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
      MONIQUE & ME


EI


AGCurrent assets

$
1,324


$
1,096


$
2,385Intangible assets other than goodwill


596



50



75Goodwill


2,120



2,650



4,273Current liabilities


(302
)


(30
)


(1,608
)Purchase Price

$
3,738


$
3,766


$
5,125      Note 6  Plant
    and Equipment
     As ofMarch 25,December 24,


December 25,


2011USEFUL LIVES


2010


2009


(unaudited)Machinery and equipment


5-10 years


$
5,390


$
5,312


$
5,379Computers, data processing and other equipment


3-7 years



2,821



2,383



2,947Leasehold improvements


7-15 years



5,566



4,176



5,570Furniture and fixtures


7 years



509



479



509Vehicles


5 years



507



482



502Other


7 years



85



85



85Construction-in-process






32



926



28214,910



13,843



15,294Less: accumulated depreciation and amortization






(10,682
)


(9,603
)


(10,952
)Plant and equipment, net





$
4,228


$
4,240


$
4,342      Note 7  Goodwill
    and Other Intangible Assets
     Carrying amount as of December 26, 2008

$
6,709Goodwill acquired during the year


2,650Carrying amount as of December 25, 2009


9,359Goodwill acquired during the year


2,120Carrying amount as of December 24, 2010 (audited) and
    March 25, 2011 (unaudited)

$
11,479  F-14




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
        Carrying amount as of December 26, 2008

$
99Customer relations recorded during the year


50Amortization expense incurred during the year


(34
)Carrying amount as of December 25, 2009


115Customer relations recorded during the year


596Amortization expense incurred during the year


(76
)Carrying amount as of December 24, 2010

$
635Amortization expense for the three months ended March 25,
    2011 (unaudited)


29Carrying amount as of March 25, 2011 (unaudited)

$
606      Note 8  Debt
    Obligations
     March 25,December 24,


20112010


2009


(unaudited)Revolving credit facility

$
12,219


$
20,495


$
9,701Term loan


73,750



11,650



72,500Original issue discount-term loan


(2,127
)






(1,945
)Note payable


183



577



82Senior subordinated PIK note


15,500







16,250Total debt obligations


99,525



32,722



96,588Less: current installments


(16,945
)


(2,794
)


(14,589
)Total debt obligations, excluding current installments

$
82,580


$
29,928


$
81,999       YEAR ENDED DECEMBER:

PRINCIPAL


OID


NET2011

$
17,652


$
(707
)

$
16,9452012


6,250



(653
)


5,5972013


7,000



(587
)


6,4132014


70,750



(180
)


70,570$
101,652


$
(2,127
)

$
99,525    Credit
    Facility
   F-15




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
   Debt
  Term
    Debt
    Senior
    Subordinated Debt
    Note 9  Leases
   F-16




---



##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
      THIRD





THIRDRELATED PARTY


PARTY REAL


THIRD PARTY


PARTYREAL ESTATE


ESTATE


VEHICLES


OTHER


TOTAL2011

$
1,614


$
1,828


$
2,641


$
591


$
6,6742012


1,671



1,514



2,082



299



5,5662013


1,729



1,013



1,599



175



4,5162014


1,663



901



1,187



40



3,7912015






905



576







1,481Thereafter






901



444







1,345Total minimum lease payments

$
6,677


$
7,062


$
8,529


$
1,105


$
23,373        Note 10  Income
    Taxes
       2010


2009


2008Current income tax expense (benefit)Federal

$
4,035


$
1,908


$
2,614State


1,002



(64
)


1,450Total current income tax expense


5,037



1,844



4,064Deferred income tax expense (benefit)Federal


(1,983
)


316



(469
)State


(487
)


53



(145
)Total deferred income tax (benefit)


(2,470
)


369



(614
)Total income tax expense

$
2,567


$
2,213


$
3,450  F-17




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
        2010


2009


2008Statutory U. S. Federal tax

$
6,270


$
3,799


$
1,920Differences due to:Non-taxable operating results


(1,792
)


(987
)


559Other permanent differences


114



78



168State and local taxes, net of federal benefit


548



419



1,309Change to C-Corp status


(2,744
)






Change in prior year tax estimate


411



(966
)


(20
)Other/net


(240
)


(130
)


(486
)$
2,567


$
2,213


$
3,450       2010


2009Current deferred tax assets:Receivables and inventory

$
1,562


$
898Unrealized loss on swap


35



436Paid time off accrual


325



276Other


224



26Current deferred tax assets:


2,146



1,636Current deferred tax liabilities:Deduction of prepaid expenses


(495
)


(155
)Current deferred tax asset, net

$
1,651


$
1,481Non-current deferred tax assets:Goodwill

$
2,263


$
Rent accrual


629



455Reserve on deposits






233Other


25



Noncurrent deferred tax asset


2,917



688Non-current deferred tax liabilities:Property & equipment


(555
)


(138
)Goodwill






(488
)Non-current deferred tax liabilities


(555
)


(626
)Non-current deferred tax asset, net

$
2,362


$
62     F-18




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
       Note 11  Related
    Parties
    Note 12  Legal
    Matters
    Note 13  Product
    Information
     2010


2009


2008Dry Goods

$
86,413


$
70,456


$
71,802Center of Plate


70,655



57,969



57,401Cheeses


49,283



40,764



42,957Pastries and Other Bakery Products


44,259



37,162



36,254Oils and Vinegars


39,065



34,216



39,295Dairy Products


33,290



25,334



29,074Kitchen Supplies


7,153



5,171



4,920Total

$
330,118


$
271,072


$
281,703  
 F-19




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (CONTINUED)
    (IN THOUSANDS, EXCEPT UNIT DATA)
    (Information as of March 25, 2011 and for the three months
    ended
    March 25, 2011 and March 26, 2010 is
    unaudited)
    Note 14  Valuation
    Reserves
     Fiscal


Fiscal


Fiscal2010


2009


2008Balance at beginning of period

$
2,150


$
1,800


$
1,400Charged to costs and expenses


1,042



1,477



1,338Customer accounts written off, net of recoveries


(792
)


(1,127
)


(938
)Balance at end of period

$
2,400


$
2,150


$
1,800       Fiscal


Fiscal


Fiscal2010


2009


2008Balance at beginning of period

$
525


$
575


$
640Charged to costs and expenses


1,191



1,046



1,527Customer accounts written off, net of recoveries


(1,146
)


(1,096
)


(1,592
)Balance at end of period

$
570


$
525


$
575    Note 15  Subsequent
    Event
   F-20




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##### Table of Contents



UNAUDITED PRO
    FORMA CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  
    the redemption of our Class A units and the resulting
    incurrence of the indebtedness necessary to finance such
    redemption, together with the resulting elimination of dividends
    on those units during the fiscal year ended December 24,
    2010;
    our conversion to a subchapter C corporation prior to the
    effectiveness of this registration statement in connection with
    the reorganization transaction described elsewhere in this
    prospectus; 
    the sale of 4,666,667 shares of our common stock in this
    offering at an assumed initial public offering price of $15.00
    per share, the midpoint of the range set forth on the cover page
    of this prospectus, and our receipt of $63.1 million in net
    proceeds, after deducting the underwriting discount and
    estimated expenses of the offering payable by us; 
    the use of the net proceeds from this offering to
    (1) redeem or repurchase all of our outstanding senior
    subordinated notes due 2014 and to pay any accrued but unpaid
    interest thereon and other related fees, including the call
    premium associated with such redemption or repurchase; and
    (2) repay all of our loans outstanding under our existing
    senior secured credit facilities and any accrued but unpaid
    interest thereon and other related fees; 
    our incurrence of $38.3 million of borrowings under our new
    senior secured credit facilities; and 
    the issuance of shares of our common stock upon consummation of
    this offering in an amount equal to 1% of our outstanding shares
    of common stock upon consummation of this offering, 50% of which
    will vest immediately upon grant and 50% of which will vest
    ratably over the four-year period following grant, and the
    portion of the compensation expense associated with the portion
    of this award that will vest at grant and over the first fifteen
    months following the grant date         
    the write off of $2.8 million in deferred financing costs
    in connection with the repayment of our outstanding indebtedness
    in connection with this offering; 
    the redemption premium associated with the repayment of our
    outstanding senior subordinated notes of approximately
    $0.8 million; and 
    the operating expenses that we will incur as a result of our
    becoming a public reporting company upon consummation of this
    offering, which we estimate to be approximately
    $1.4 million per year. F-21




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
    OPERATIONSFOR THE FISCAL YEAR ENDED DECEMBER 24,
    2010
   CHEFS





PRO FORMA FOR


COMMON STOCKWAREHOUSE


OCTOBER 2010


OCTOBER 2010


OFFERING ANDHOLDINGS, LLC


RECAPITALIZATION


RECAPITALIZATION


REORGANIZATIONHISTORICAL


TRANSACTION


TRANSACTION


TRANSACTION


PRO FORMA(In thousands, except per unit data)Net Revenues

$
330,118


$



$
330,118


$



$
330,118Cost of sales


244,340







244,340







244,340Gross profit


85,778







85,778







85,778Operating expenses


64,206



388
(a)


64,594



971
(f)


65,565Operating profit


21,572



(388
)(a)


21,184



(971
)(f)


20,213Interest expense


4,041



8,475
(b)


12,516



(11,119
)(g)


1,397(Gain)/loss on fluctuation of interest rate swap


(910
)






(910
)






(910
)Income before income taxes


18,441



(8,863
)


9,578



10,148



19,726Provision for income taxes


2,567



1,168
(c)


3,735



3,958
(h)


7,693Net Income

$
15,874


$
(10,031
)

$
5,843


$
6,190


$
12,033Deemed dividend accretion on Class A members units


(4,123
)


4,123
(d)










Deemed dividend paid to Class A members units


(22,429
)


22,429
(d)










Net income attributable to members units/ common
    stockholders

$
(10,678
)

$
16,521


$
5,843


$
6,190


$
12,033Net income per members unit/share of common stockBasic

$
(0.15
)





$
0.11






$
0.60Diluted

$
(0.15
)





$
0.11
(e)





$
0.58Weighted average members units/common shares outstandingBasic


72,494



(20,535
)


51,959



(31,900
)(i)


20,059Diluted


72,494



(18,084
)


54,410
(e)


(33,527
)(j)


20,883  F-22




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
    OPERATIONSFOR THE THREE MONTHS ENDED MARCH 25,
    2011
  COMMON STOCKCHEFS WAREHOUSE


OFFERING ANDHOLDINGS, LLC


REORGANIZATIONHISTORICAL


TRANSACTION


PRO FORMA(In thousands, except per unit data)Net Revenues

$
83,183






$
83,183Cost of sales


61,148







61,148Gross profit


22,035







22,035Operating expenses


16,976



96
(f)


17,072Operating profit


5,059



(96
)(f)


4,963Interest expense


3,450



(3,017
)(k)


433(Gain)/loss on fluctuation of interest rate swap


(81
)






(81
)Loss on asset disposal


3







3Income before income taxes


1,687



2,921



4,608Provision for income taxes


667



1,130
(l)


1,797Net Income

$
1,020



1,791



2,811Net income attributable to members units/ common
    stockholders

$
1,020


$
1,791


$
2,811Net income per members unit/share of common stockBasic

$
0.02






$
0.14Diluted

$
0.02






$
0.13Weighted average members units/common shares outstandingBasic


52,526



(32,273
)(m)


20,253Diluted


54,375



(33,502
)(n)


20,873  F-23




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##### Table of Contents



CHEFS
    WAREHOUSE HOLDINGS, LLC
  NOTES TO THE
    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
 (IN THOUSANDS,
    EXCEPT PER UNIT DATA)
   (a)
    This adjustment reflects the removal of $262 for a management
    fee paid to BGCP/DL, LLC in fiscal 2010, net of $608 of
    additional amortization of deferred financing costs and $42 of
    administrative agent fees incurred in connection with the
    management of the debt structure associated with the redemption
    of the Class A units.(b)
    This adjustment reflects $593 of additional original issue
    discount amortization fees and $7,882 of additional interest
    expense, in each case related to the borrowings used to finance
    the redemption of our Class A units.(c)
    This adjustment reflects additional tax provision expense as a
    result of our electing to be taxed as a subchapter C corporation
    as of December 26, 2009 at a full year assumed effective
    tax rate of 39%.(d)
    These adjustments reflect the elimination of the impact of the
    accretion of the dividend on the Class A units during
    fiscal 2010 and the elimination of the deemed dividend
    associated with the redemption of the Class A units. (e)
    This adjustment reflects the exclusion of 20,535 Class A
    members units on a weighted average basis and the inclusion of
    the weighted average dilutive impact of 2,451 shares of
    Class C units, which had been excluded from the calculation
    of Chefs Warehouse Holdings, LLC Historical net (loss)
    income per members unit because of the net loss
    attributable to members units for the fiscal year ended
    December 24, 2010 as a result of the dividend accretion and
    deemed dividend associated with the Class A units. (f)
    This adjustment for the full year ended December 24, 2010
    reflects the removal of $921 of amortization of deferred
    financing costs and $42 of administrative agent fees incurred in
    the management of the debt structure associated with the
    redemption of Class A units and the inclusion of $1,934 of
    compensation expense associated with our issuance of common
    stock upon consummation of this offering in an amount equal to
    1% of our total outstanding shares of common stock upon
    consummation of this offering. For the three months ended
    March 25, 2011 this adjustment reflects the inclusion of
    $96 of compensation expense associated with our issuance of
    common stock upon consummation of this offering in an amount
    equal to 1% of our total outstanding shares of common stock upon
    consummation of this offering. (g)
    This adjustment reflects the removal of $716 of original issue
    discount amortization fees and $10,403 of interest expense as a
    result of using the net proceeds from this offering to redeem or
    repurchase our outstanding senior subordinated notes and repay
    all of our loans outstanding under our existing senior secured
    credit facilities. The $10,403 of interest expense that is being
    removed is net of $1,397 of interest expense incurred in
    connection with the $38.3 million of borrowings under our
    new senior secured credit facilities at an assumed interest rate
    of 4.25% for borrowings under the new term loan facility and
    2.5% under the new revolving loan facility. (h)
    This adjustment reflects the application of the adjustment
    described in footnote (c) above to higher levels of net
    income. (i)
    This adjustment reflects the 36,670 share reduction in our
    weighted average basic shares of common stock outstanding
    resulting from the reorganization transaction in which the
    50,000 Class B units and 1,959 vested Class C units
    were converted into 14,713 and 576 shares of our common stock,
    respectively, and the addition of the 4,667 shares of our
    common stock we are selling in this offering and the issuance of
    103 fully vested restricted shares of common stock upon
    consummation of this offering. (j)
    This adjustment reflects the 38,401 share reduction in our
    weighted average diluted shares of common stock outstanding
    resulting from the reorganization transaction in which the
    50,000 Class B units, 1,959 vested Class C units and
    2,452 unvested Class C units were converted into 14,713,
    576 and 721 shares of our common stock, respectively, and the
    addition of the 4,667 shares of our common stock we are
    selling in this offering and the issuance of 206 restricted
    shares of common stock upon consummation of this offering, of
    which 103 shares were fully vested upon issuance. (k)
    This adjustment reflects the removal of $182 of original issue
    discount amortization fees, $191 of amortization of deferred
    financing costs and $2,644 of interest expense as a result of
    using the net proceeds of this offering to redeem or repurchase
    our outstanding senior subordinated notes and repay all of our
    loans outstanding under our existing senior secured credit
    facilities, net of $369 of interest expense incurred in
    connection with the $38.3 million of borrowings under our
    new senior secured credit facilities at an assumed interest rate
    of 4.25% for borrowings under the new term loan facility and
    2.5% for borrowings under the new revolving loan facility. F-24




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##### Table of Contents



(l)
    This adjustment reflects the additional tax provision expense
    resulting from the increase in net income. (m)
    This adjustment reflects the 37,070 share reduction in our
    weighted average basic shares of common stock outstanding
    resulting from the reorganization transaction in which 50,000
    Class B units and 2,526 vested Class C units were converted
    into 14,713 and 744 shares of our common stock, respectively,
    and the addition of the 4,667 shares of our common stock we are
    selling in this offering and the issuance of 103 fully vested
    restricted shares of common stock upon consummation of this
    offering and 26 shares that will vest one year from the
    date of grant. (n)
    This adjustment reflects the 38,375 share reduction in our
    weighted average basic shares of common stock outstanding
    resulting from the reorganization transaction in which 50,000
    Class B units and 2,526 vested Class C units and 1,849 unvested
    Class C units were converted into 14,713, 744, and 543 shares of
    our common stock, respectively, and the addition of the 4,667
    shares of our common stock we are selling in this offering and
    the issuance of 206 restricted shares of common stock upon
    consummation of this offering, of which 103 shares were fully
    vested upon issuance and 26 shares that will vest one year
    from the date of grant.  Reconciliation of
    Pro Forma Earnings Per Share for the Fiscal Year Ended
    December 24, 2010
  Pro Forma for


Common StockHistorical


October 2010


October 2010


Offering andDecember 24,


Recapitalization


Recapitalization


Reorganization2010


Transaction


Transaction


Transaction


Pro FormaNumerator:Net income (loss) attributable to members units


(10,678
)


16,521



5,843



6,190



12,033Denominator:Weighted Average Class A Units Outstanding


20,535



(20,535
)(o)










Weighted Average Class B Units Outstanding


50,000







50,000



(35,287
)(q)


14,713Weighted Average Class C Units Outstanding


1,959







1,959



(1,383
)(q)


576Fully Vested Common Shares Outstanding














4,667
(r)


4,667Fully Vested Employee Stock Grant














103
(r)


103Total Weighted Average Basic Units/Shares Outstanding


72,494



(20,535
)


51,959



(31,900
)


20,059Dilutive Effect of Unvested Class C Units/Shares






2,451
(p)


2,451



(1,730
)(q)


721Dilutive Effect of Unvested Employee Stock Grant














103
(s)


103Weighted Average Diluted Units/Shares Outstanding


72,494



(18,084
)


54,410



(33,527
)


20,883Basic Earnings (Loss) per Unit/Share


(0.15
)






0.11







0.60Fully Diluted Earnings (Loss) per Unit/Share


(0.15
)






0.11







0.58  F-25




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##### Table of Contents



Reconciliation of
    Pro Forma Earnings Per Share for the Three Months Ended
    March 25, 2011
  Common StockHistorical


Offering andMarch 25,


Reorganization2011


Transaction


Pro FormaNumerator:Net income (loss) attributable to members units


1,020



1,791



2,811Denominator:Weighted Average Class B Units Outstanding


50,000



(35,287
)(q)


14,713Weighted Average Class C Units Outstanding


2,526



(1,782
)(q)


744Fully Vested Common Shares Outstanding






4,667
(t)


4,667Fully Vested Employee Stock Grant






129
(t)


129Total Weighted Average Basic Units/Shares Outstanding


52,526



(32,273
)


20,253Dilutive Effect of Unvested Class C Units/Shares


1,849



(1,306
)(q)


543Dilutive Effect of Unvested Employee Stock Grant






77
(u)


77Weighted Average Diluted Units/Shares Outstanding


54,375



(33,502
)


20,873Basic Earnings per Unit/Share


0.02







0.14Fully Diluted Earnings per Unit/Share


0.02







0.13  (o)
    This adjustment reflects the redemption of the Class A
    units as of December 26, 2009 rather than October 22,
    2010. (p)
    This adjustment reflects the unvested Class C units that
    are included in diluted earnings per unit/share. (q)
    This adjustment reflects the conversion of the units into shares
    of common stock at a conversion ratio of 0.29426 per unit. (r)
    This adjustment reflects the 4,667 common shares that will be
    issued in this offering as well as 103 restricted common shares
    that will be granted, and immediately vest, upon consummation of
    this offering. (s)
    This adjustment reflects the 103 unvested restricted common
    shares that will be granted upon consummation of this offering
    and vest ratably over a four-year period following the grant
    date. (t)
    This adjustment reflects the 4,667 common shares that will be
    issued in this offering as well as 103 restricted common shares
    that will be granted, and immediately vest, upon consummation of
    this offering and 26 shares that will vest one year from
    the date of grant. (u)
    This adjustment reflects the remaining 77 unvested restricted
    common shares that will be granted upon consummation of this
    offering. F-26




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##### Table of Contents








---



##### Table of Contents



8,000,000 Shares
  
  THE CHEFS WAREHOUSE,
    INC.
  Common Stock
     PRELIMINARY PROSPECTUS
    Jefferies
  BMO Capital Markets
  Wells Fargo
    Securities
  BB&T Capital
    Markets
  Canaccord Genuity
  Until          ,
    2011 (25 days after the date of this prospectus), all
    dealers that effect transactions in these securities, whether or
    not participating in this offering, may be required to deliver a
    prospectus. This is in addition to the dealers obligation
    to deliver a prospectus when acting as underwriters and with
    respect to their unsold allotments or subscriptions.




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##### Table of Contents



PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses
    of Issuance and Distribution.     
 SEC Registration Fee

$
9,970FINRA Filing Fee


15,220NASDAQ Global Market Listing Fee


25,000Accounting Fees and Expenses


300,000Legal Fees and Expenses


825,000Printing and Engraving Expenses


160,000Transfer Agent and Registrar Fees


3,500Blue Sky Fees and Expenses


15,000Miscellaneous


601,310Total

$
1,955,000  
 
  Item 14.
    Indemnification
    of Directors and Officers.       II-1




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##### Table of Contents



Item 15.
    Recent Sales
    of Unregistered Securities.      Item 16.
    Exhibits and
    Financial Statement Schedules.   (a)
    Exhibits.  The attached Exhibit Index is
    incorporated herein by reference.(b)
    Financial Statement Schedules. See the Index to Financial
    Statements included on
    page F-1
    for a list of the financial statements included in this
    registration statement.  Item 17.
    Undertakings.   (a)
    The undersigned registrant hereby undertakes to provide to the
    underwriters at the closing specified in the underwriting
    agreements, certificates in such denominations and registered in
    such names as required by the underwriters to permit prompt
    delivery to each purchaser.(b)
    Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and
    controlling persons of the undersigned registrant pursuant to
    the foregoing provisions, or otherwise, the II-2




---



##### Table of Contents



undersigned registrant has been advised that in the opinion of
    the Securities and Exchange Commission such indemnification is
    against public policy as expressed in the Securities Act and is,
    therefore, unenforceable. In the event that a claim for
    indemnification against such liabilities (other than the payment
    by the registrant of expenses incurred or paid by a director,
    officer or controlling person of the registrant in the
    successful defense of any action, suit or proceeding) is
    asserted by such director, officer or controlling person in
    connection with the securities being registered, the undersigned
    registrant will, unless in the opinion of its counsel the matter
    has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such
    indemnification by it is against public policy as expressed in
    the Securities Act and will be governed by the final
    adjudication of such issue. (c)
    The undersigned registrant hereby undertakes that: (1)
    For purposes of determining any liability under the Securities
    Act, the information omitted from the form of prospectus filed
    as part of this registration statement in reliance upon
    Rule 430A and contained in a form of prospectus filed by
    the undersigned registrant pursuant to Rule 424(b)(1) or
    (4) or 497(h) under the Securities Act shall be deemed to
    be part of this registration statement as of the time it was
    declared effective.(2)
    For the purpose of determining any liability under the
    Securities Act, each post-effective amendment that contains a
    form of prospectus shall be deemed to be a new registration
    statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.(3)
    For the purpose of determining any liability under the
    Securities Act, each prospectus filed pursuant to
    Rule 424(b) as part of a registration statement relating to
    this offering, other than registration statements relying on
    Rule 430B or other than prospectuses filed in reliance on
    Rule 430A, shall be deemed to be part of and included in
    this registration statement as of the date it is first used
    after effectiveness. Provided, however, that no statement made
    in a registration statement or prospectus that is part of this
    registration statement or made in a document incorporated or
    deemed incorporated by reference into this registration
    statement or prospectus that is part of this registration
    statement will, as to a purchaser with a time of contract of
    sale prior to such first use, supersede or modify any statement
    that was made in the registration statement or prospectus that
    was part of this registration statement or made in any such
    document immediately prior to such date of first use.(4)
    For the purpose of determining liability of the undersigned
    registrant under the Securities Act to any purchaser in the
    initial distribution of the securities, in a primary offering of
    securities of the undersigned registrant pursuant to this
    registration statement, regardless of the underwriting method
    used to sell the securities to the purchaser, if the securities
    are offered or sold to such purchaser by means of any of the
    following communications, the undersigned registrant will be a
    seller to the purchaser and will be considered to offer or sell
    such securities to such purchaser: i.
    Any preliminary prospectus or prospectus of the undersigned
    registrant relating to the offering required to be filed
    pursuant to Rule 424;ii.
    Any free writing prospectus relating to the offering prepared by
    or on behalf of the undersigned registrant or used or referred
    to by the undersigned registrant;iii.
    The portion of any other free writing prospectus relating to the
    offering containing material information about the undersigned
    registrant or its securities provided by or on behalf of the
    undersigned registrant; andiv.
    Any other communication that is an offer in the offering made by
    the undersigned registrant to the purchaser. II-3




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##### Table of Contents



SIGNATURES
 
  th
 
  CHEFS WAREHOUSE HOLDINGS, LLC
  By:
    /s/  Christopher
    Pappas       
 SIGNATURE

TITLE

DATE/s/  Christopher
    PappasChristopher
    Pappas

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

July 15, 2011*John
    Pappas

Director and Vice Chairman

July 15, 2011/s/  Kenneth
    ClarkKenneth
    Clark

Chief Financial Officer
    (Principal Financial and Accounting Officer)

July 15, 2011*Dean
    Facatselis

Director

July 15, 2011*John
    Couri

Director

July 15, 2011*By:

/s/  Christopher
    PappasChristopher
    Pappas
    Attorney-in-fact  
 II-4




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##### Table of Contents



EXHIBIT INDEX
    
 EXHIBITNUMBER

EXHIBIT DESCRIPTION1
.1**

Form of Underwriting Agreement.3
.1**

Certificate of Formation of Chefs Warehouse Holdings, LLC.3
.2**

Second Amended and Restated Limited Liability Company Agreement
    of Chefs Warehouse Holdings, LLC.3
.3**

Form of Certificate of Incorporation of The Chefs
    Warehouse, Inc.3
.4**

Form of Bylaws of The Chefs Warehouse, Inc.4
.1**

Form of Common Stock Certificate.5
.1

Form of Opinion of Bass, Berry & Sims PLC.10
.1**

Sublease between A.L. Bazzini Co., Inc. and Dairyland USA
    Corporation, dated as of April 1, 2003.10
.2**

Lease between The Chefs Warehouse Leasing Co., LLC and
    Dairyland USA Corporation, dated as of December 29, 2004.10
.3**

Employment Letter by and among Chefs Warehouse Holdings,
    LLC, Dairyland USA Corporation, The Chefs Warehouse, LLC,
    The Chefs Warehouse West Coast, LLC, Bel Canto Foods, LLC,
    and Christopher Pappas.10
.4**

Written Description of Oral Amendment to Employment Letter by
    and among Chefs Warehouse Holdings, LLC, Dairyland USA
    Corporation, The Chefs Warehouse, LLC, The Chefs
    Warehouse West Coast, LLC, Bel Canto Foods, LLC, and Christopher
    Pappas.10
.5**

First Amendment to Employment Letter by and between Chefs
    Warehouse Holdings, LLC, Dairyland USA Corporation, The
    Chefs Warehouse, LLC, The Chefs Warehouse West
    Coast, LLC, Bel Canto Foods, LLC, JP Morgan Chase & Co, and
    Christopher Pappas, dated as of December 12, 2008.10
.6**

Employment Letter by and among Chefs Warehouse Holdings,
    LLC, Dairyland USA Corporation, The Chefs Warehouse, LLC,
    The Chefs Warehouse West Coast, LLC, Bel Canto Foods, LLC,
    and John Pappas.10
.7**

Written Description of Oral Amendment to Employment Letter by
    and among Chefs Warehouse Holdings, LLC, Dairyland USA
    Corporation, The Chefs Warehouse, LLC, The Chefs
    Warehouse West Coast, LLC, Bel Canto Foods, LLC, and John Pappas.10
.8**

First Amendment to Employment Letter by and between Chefs
    Warehouse Holdings, LLC, Dairyland USA Corporation, The
    Chefs Warehouse, LLC, The Chefs Warehouse West
    Coast, LLC, Bel Canto Foods, LLC, JP Morgan Chase & Co, and
    John Pappas, dated as of December 12, 2008.10
.9**

Letter Agreement between Chefs Warehouse Holdings, LLC and
    Kenneth Clark, dated as of March 6, 2009.10
.10**

Letter Agreement between Chefs Warehouse Holdings, LLC and
    James Wagner, dated as of April 8, 2011.10
.11**

Letter Agreement between Chefs Warehouse Holdings, LLC and
    Frank ODowd, dated as of January 28, 2007.10
.12**

Employee Confidentiality, Non-Solicit, Non-Interference,
    Non-Compete and Severance Agreement by and between Chefs
    Warehouse Holdings, LLC, The Chefs Warehouse, LLC,
    Dairyland USA Corporation, and James Wagner, dated as of April
    16, 2008.10
.13**

The Chefs Warehouse, Inc. 2011 Omnibus Equity Incentive
    Plan.10
.14**

Form of Non-Qualified Stock Option Agreement (Officers and
    Employees).10
.15**

Form of Non-Qualified Stock Option Agreement (Directors).10
.16**

Form of Restricted Share Unit Award Agreement (Directors).10
.17**

Form of Restricted Share Award Agreement (Officers and
    Employees).10
.18**

Form of Restricted Share Award Agreement (Directors).10
.19**

Form of Incentive Stock Option Agreement.10
.20**

Sublease Agreement between The Chefs Warehouse Leasing
    Co., LLC and Dairyland USA Corporation, dated as of
    December 1, 2004.10
.21**

Amended letter agreement between Chefs Warehouse Holdings,
    LLC and James Wagner, dated as of June 28, 2011.10
.22**

Form of Employment Agreement by and between The Chefs
    Warehouse, Inc. and Christopher Pappas. 
 II-5




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##### Table of Contents



EXHIBITNUMBER

EXHIBIT DESCRIPTION10
.23**

Form of Employment Agreement by and between The Chefs
    Warehouse, Inc. and John Pappas.10
.24**

Form of Indemnification Agreement by and between The Chefs
    Warehouse, Inc. and its directors and executive officers.21
.1**

Subsidiaries of Chefs Warehouse Holdings, LLC.23
.1

Consent of BDO USA, LLP.23
.2

Consent of Bass, Berry & Sims PLC (included in their
    opinion filed as Exhibit 5.1).23
.3**

Consent of Kevin Cox.23
.4**

Consent of Stephen Hanson.23
.5**

Consent of John Austin.24
.1**

Power of Attorney.  
    *
    
    To be filed by amendment.**
    
    Previously filed.
    
    Denotes a management contract or
    compensatory plan or arrangement. II-6